false
0001823144
0001823144
2024-08-07
2024-08-07
0001823144
us-gaap:CommonStockMember
2024-08-07
2024-08-07
0001823144
CMPO:RedeemableWarrantSeachWholeWarrantExercisableForOneShareOfClassACommonStockMember
2024-08-07
2024-08-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange
Act of 1934
Date of Report
(Date of earliest event reported): August 7, 2024
CompoSecure, Inc.
(Exact Name of Registrant
as Specified in its Charter)
| Delaware |
|
001-39687 |
|
85-2749902 |
(State or Other Juris-
diction of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
309 Pierce Street
Somerset, New Jersey |
|
08873 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (908) 518-0500
Not Applicable
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value |
|
CMPO |
|
Nasdaq Global Market |
| |
|
|
|
|
| Redeemable
warrants, each whole warrant exercisable for one share of Class A Common Stock |
|
CMPOW |
|
Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 2.02 |
Results of Operations and Financial Condition |
On August 7, 2024, CompoSecure, Inc. (the
“Company”) issued a press release announcing its financial results for the three months ended June 30, 2024, and
provided an investor presentation to accompany the press release. The press release and investor presentation provide business
updates, including with respect to an amendment to the credit facility with JPMorgan Chase Bank, National Association, and a
transaction pursuant to which Resolute Holdings will acquire a majority interest in CompoSecure with a $372 million personal
investment from The David Cote Family.
Copies of the press release and the investor presentation
are furnished herewith as Exhibits 99.1 and 99.2, respectively.*
| Item
7.01 |
Regulation FD Disclosure |
On August 7, 2024, the Company and Resolute Holdings
I, LP and its affiliated vehicles (“Resolute”), an investment firm led by David Cote and Tom Knott, announced that certain Class B
stockholders of the Company entered into stock purchase agreements with Resolute, pursuant to which Resolute will acquire a majority interest
in the Company and eliminate its dual-class structure (the “Transaction”). The Transaction is subject to customary closing
conditions and regulatory approval, including Hart-Scott-Rodino clearance.
In connection with the Transaction, on August
7, 2024, the Company and a subsidiary entered into a Letter Agreement with an investment entity affiliated with Resolute (the
“Letter Agreement”) to establish the terms of the transition of governance of the Company. In addition to the Letter
Agreement, in connection with the Transaction, the Company entered into Amendment No. 1 to the Tax Receivable Agreement, dated as of
August 7, 2024, (the “TRA”) which amends the Tax Receivable Agreement, dated as of December 27, 2021, by and among the
Company and each of the other parties thereto, to, among other things, prevent acceleration of TRA payments that would otherwise be
payable as a result of the Transaction. The amendment of the TRA is contingent upon, and shall only be effective, upon the closing
of the Transaction.
If the Transaction is completed, it is anticipated
it will result in a “Fundamental Change” with respect to the Company’s exchangeable notes issued pursuant to the Indenture,
dated as of December 27, 2021.
In addition, on August 7, 2024, subsidiaries of
the Company entered into the Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, National Association, as administrative
agent, and the lenders party thereto, which, amongst other matters, extended the maturity date to August 2029, lowered the interest rate
on the credit facility, amended certain change of control covenants, and provides for a $200 million term facility and a $130 million
revolving credit facility.
On August 7, 2024, the Company issued a press
release announcing the Transaction. A copy of the press release, which is attached hereto as Exhibit
99.3 and incorporated by reference herein, is hereby furnished pursuant to this Item 7.01.
Attached hereto as Exhibit 99.2 and incorporated
herein by reference is an investor presentation that will be used by the Company on a conference call today with investors and other persons.
The information included under Item 2.02 of this
Current Report on Form 8-K is incorporated into this Item 7.01 by reference.*
The terms of the Transaction, the amendment of
the TRA and the amended credit facility will be described in a subsequent filing on Form 8-K.
(d) Exhibits
* The information in Items 2.02 and 7.01 of this Form 8-K shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
COMPOSECURE, INC. |
| |
|
| Date: August 7, 2024 |
By: |
/s/Timothy Fitzsimmons |
| |
|
Timothy Fitzsimmons |
| |
|
Chief Financial Officer |
Exhibit 99.1
CompoSecure Reports
Record Second Quarter 2024 Financial Results; Narrows 2024 Full Year Guidance to High End of Range
Q2
Net Sales up 10% to $108.6 million; Q2 Net Income up 3% to $33.6 million; Q2 Adj. EBITDA
up 8% to $40.0 million
Narrows fiscal
2024 guidance; now anticipates Net Sales between $418-$428 million and Adjusted EBITDA between $150-$157 million
David Cote, former CEO of Honeywell and current
executive chairman of Vertiv, to become executive chairman of CompoSecure following the acquisition of a majority interest in the Company
by the David Cote Family; Expected to simplify corporate structure and unlock shareholder value
SOMERSET,
N.J., August 7, 2024 -- CompoSecure, Inc. (Nasdaq: CMPO), a leader in metal payment
cards, security, and authentication solutions, today announced its operating results for the second quarter ended June 30, 2024.
“I am pleased
to report another record quarter of Net Sales and Adjusted EBITDA, driven by continued growth in our domestic business and strong international
demand from the launch of new programs,” said Jon Wilk, President and CEO of CompoSecure. We continue to support our customer’s
ability to offer highly attractive premium card programs such as the limited edition Amex White Gold Card and the first Wells Fargo and
Expedia co-branded metal card, as well as driving growth with innovative products through our Echo Mirror Card and LED card.
“I am also
excited to announce an expansion of our strategic partnership with Fiserv to include the marketing and reselling of Arculus Authenticate.
Building on our already successful metal payment card collaboration, this partnership will enhance the ability to bring FIDO 2 secure
authentication capabilities to Fiserv’s extensive customer base of financial institutions and fintechs.”
As just announced
in a separate press release, the David Cote Family is investing $372 million through Resolute and Dave Cote will become the executive
chairman of the board of directors of CompoSecure upon closing of the transaction. Resolute will become the majority shareholder of the
Company and will focus on deploying operational and M&A best practices to drive long-term value creation for all shareholders. Importantly,
the transaction will remove the dual-share structure, delivering higher retained annual cash flow and better alignment of all shareholders
with the elimination of the tax distributions related to the Class B units.
Mr. Wilk continued,
“I am thrilled to have David Cote serve as Executive Chairman of the Board of Directors. David’s career and track record
is unparalleled, setting the standard for how organizations can simultaneously drive both short and long-term performance to realize
their full potential. We believe his experience steering global public companies, such as Honeywell and Vertiv, will be invaluable to
CompoSecure as we enter a new phase of growth and value creation for shareholders, employees, and customers.”
Wilk added, “Today,
we have also amended our credit facility with lower rates, an upsized revolving line of credit, a longer term and more flexible covenants.
This reflects the confidence our lenders have in our business and provides capacity for continued growth and to retire our exchangeable
notes maturing in December 2026.”
Financial Highlights
(Q2 2024 vs. Q2 2023 )
| · | Net
Sales: Net Sales increased 10% to $108.6 million compared to $98.5 million. The increase
was primarily driven by continued domestic growth and improved international demand. |
| · | Gross
Profit: Gross Profit was $56.1 million or 52% of Net Sales, compared to $53.9 million
or 55%. The decrease in gross margin was primarily due to product mix, as well as inflationary
pressure on wages. |
| · | Net
Income/EPS: Net Income increased 3% to $33.6 million compared to $32.7 million. Net Income
per share attributable to Class A common shareholders was $0.44 (Basic) and $0.32 (Diluted),
compared to $0.31 (Basic) and $0.29 (Diluted) in the year-ago period. |
| · | Adjusted
Net Income/Adjusted EPS: Adjusted Net Income (a non-GAAP measure) increased 10% to $25.2
million compared to $22.9 million in the year-ago period. Adjusted EPS (a non-GAAP measure),
which includes both Class A and Class B shares, was $0.31 (Basic) and $0.27 (Diluted)
compared to $0.29 (Basic) and $0.25 (Diluted) in the year-ago period (see reconciliation
of non-GAAP measures shown in table below). |
| · | Adjusted
EBITDA: Adjusted EBITDA (a non-GAAP measure) increased 8% to $40.0 million compared to
$36.9 million, with the increase driven by net sales growth. |
Liquidity and
Capital Structure
Balance
Sheet: At June 30, 2024, CompoSecure had $35.4 million of cash and cash equivalents and
$330.9 million of total debt, which included $200.9 million of term loan and $130 million of exchangeable notes. This compares to cash
and cash equivalents of $41.2 million and total debt of $340.3 million at December 31, 2023, and cash and cash equivalents of $22.6 million
and total debt of $358.1 million at June 30, 2023. CompoSecure’s secured debt leverage ratio was 1.29x at June 30, 2024
compared to 1.39x at December 31, 2023 and 1.60x at June 30, 2023.
Shares
Outstanding: At June 30, 2024, CompoSecure had 81.7 million shares outstanding which included
29.8 million Class A shares and 51.9 million Class B shares. This includes the effect of the May 2024 underwritten secondary
offering of approximately 8.1 million shares of Class A common stock, which were converted from shares of Class B common stock
(for more information on shares outstanding, both Basic and Diluted, please refer to CompoSecure’s SEC filings and the earnings
presentation).
Operational
Highlights
| · | Expanded
partnership with Fiserv to market and resell Arculus Authenticate capabilities to Fiserv’s
customer base |
| · | Customer
card programs launched include Wells Fargo Expedia Onekey Card, the Amex White Gold Card,
Turkish Airlines, and Atlas, a leading fintech. |
| ◦ | Remain
on track for Arculus total net investment to be lower than 2023, with the expectation of
turning positive for fiscal 2025 |
| ◦ | Showcased
Arculus innovation around Web3 payment capabilities using digital assets for everyday purchases
at point of sale |
| · | CompoSecure
recognition: |
| ◦ | Won
three 2024 International Card Manufactures Awards Elan Award: Best Metal Cards, Best Environmentally-Friendly
Cards, and Best Secure Payment Cards |
| ◦ | Jon
Wilk, CEO, Visionary CEO Award from the Banking Tech Awards USA |
| ◦ | Steve
Feder, General Counsel, NJBIZ Leaders in Law Awards |
| · | Released
inaugural ESG Report |
2024 Financial
Outlook
The Company has
narrowed its previously issued fiscal 2024 guidance and now expects Net Sales to range between $418-$428 million (previously $408-428
million) and Adjusted EBITDA to range between $150-$157 million (previously $147-$157 million).
Conference Call
CompoSecure will
host a conference call and live audio webcast today at 5:00 p.m. Eastern Time to discuss its financial and operational results,
followed by a question-and-answer period.
Date: Wednesday,
August 7, 2024
Time: 5:00 p.m. Eastern
Time
Dial-in registration
link
Live webcast
registration link
If you have any
difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.
A live webcast
and replay of the conference call will be available on the investor relations section of CompoSecure’s website at https://ir.composecure.com/news-events/events.
About CompoSecure
Founded in 2000,
CompoSecure (Nasdaq: CMPO) is a technology partner to market leaders, fintech’s and consumers enabling trust for millions of people
around the globe. The company combines elegance, simplicity and security to deliver exceptional experiences and peace of mind in the
physical and digital world. CompoSecure’s innovative payment card technology and metal cards with Arculus security and authentication
capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure
trust at the point of a transaction. For more information, please visit www.CompoSecure.com and www.GetArculus.com.
Forward-Looking
Statements
This
press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements
are based on the beliefs and assumptions of management. Although CompoSecure believes that its plans, intentions, and expectations reflected
in or suggested by these forward-looking statements are reasonable, CompoSecure cannot assure you that it will achieve or realize these
plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally,
statements that are not historical facts, including statements concerning CompoSecure’s possible or assumed future actions, business
strategies, events, or results of operations, are forward-looking statements. In some instances, these statements may be preceded by,
followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,”
“may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates”
or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are
not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should
understand that the following important factors, among others, could affect CompoSecure’s future results and could cause those
results or other outcomes to differ materially from those expressed or implied in CompoSecure’s forward-looking statements: the
completion of the transactions contemplated by the proposed transactions with Resolute Partners;
the ability of CompoSecure to grow and manage growth profitably; maintain relationships with customers; compete within its industry and
retain its key employees; the possibility that CompoSecure may be adversely impacted by other global economic, business, competitive
and/or other factors; the outcome of any legal proceedings that may be instituted against CompoSecure or others; future exchange and
interest rates; and other risks and uncertainties, including those under “Risk Factors” in filings that have been
made or will be made with the Securities and Exchange Commission. CompoSecure undertakes no obligations to update or revise publicly
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Use of Non-GAAP
Financial Measures
This press release
may include certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in
the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. CompoSecure
believes EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow are useful to investors in evaluating CompoSecure’s
financial performance. CompoSecure uses these measures internally to establish forecasts, budgets and operational goals to manage and
monitor its business, as well as evaluate its underlying historical performance and/or to measure incentive compensation, as we believe
that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events,
enabling CompoSecure to evaluate and plan more effectively for the future. Due to the forward-looking nature of the financial guidance
included above, specific quantification of the charges excluded from the non-GAAP financial measures included in such financial guidance,
including with respect to depreciation, amortization, interest, and taxes, that would be required to reconcile the non GAAP financial
measures included in such financial guidance to GAAP measures are not available, so it is not feasible to provide accurate forecasted
non-GAAP reconciliations without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included,
and no reconciliation of the forward-looking non-GAAP financial measures is included. In addition, CompoSecure’s debt agreements
contain covenants that use a variation of these measures for purposes of determining debt covenant compliance. CompoSecure believes that
investors should have access to the same set of tools that its management uses in analyzing operating results. EBITDA, Adjusted EBITDA,
Adjusted Net Income, Adjusted EPS, and Free Cash Flow should not be considered as measures of financial performance under U.S. GAAP,
and the items excluded from EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow are significant components
in understanding and assessing CompoSecure’s financial performance. Accordingly, these key business metrics have limitations as
an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance
with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of CompoSecure’s liquidity and may be
different from similarly titled non-GAAP measures used by other companies. Please refer to the tables below for the reconciliation of
GAAP measures to these non-GAAP measures.
Corporate Contact
Anthony Piniella
Head of Global
Communications, CompoSecure
(917) 208-7724
apiniella@composecure.com
Investor Relations
Contact
Sean Mansouri,
CFA
Elevate IR
(720) 330-2829
CMPO@elevate-ir.com
Consolidated Balance
Sheet Data
(in thousands)
| | |
June 30,
2024 | | |
December 31,
2023 | |
| | |
Unaudited | | |
| | |
| ASSETS | |
| | | |
| | |
| CURRENT ASSETS | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 35,391 | | |
$ | 41,216 | |
| Accounts receivable, net | |
| 39,648 | | |
| 40,488 | |
| Inventories | |
| 57,514 | | |
| 52,540 | |
| Prepaid expenses
and other current assets | |
| 3,928 | | |
| 5,133 | |
| Total current assets | |
| 136,481 | | |
| 139,377 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 23,739 | | |
| 25,212 | |
| Right of use assets, net | |
| 6,449 | | |
| 7,473 | |
| Deferred tax asset | |
| 41,082 | | |
| 23,697 | |
| Derivative asset - interest rate swap | |
| 5,182 | | |
| 5,258 | |
| Deposits and other
assets | |
| 422 | | |
| 24 | |
| Total assets | |
$ | 213,355 | | |
$ | 201,041 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Accounts payable | |
| 9,431 | | |
| 5,193 | |
| Accrued expenses | |
| 12,183 | | |
| 11,986 | |
| Commission payable | |
| 5,010 | | |
| 4,429 | |
| Bonus payable | |
| 5,473 | | |
| 5,616 | |
| Current portion of long-term debt | |
| 13,437 | | |
| 10,313 | |
| Current portion of lease liabilities | |
| 2,029 | | |
| 1,948 | |
| Current portion
of tax receivable agreement liability | |
| 1,425 | | |
| 1,425 | |
| Total current liabilities | |
| 48,988 | | |
| 40,910 | |
| | |
| | | |
| | |
| Long-term debt, net of deferred finance
costs | |
| 186,244 | | |
| 198,331 | |
| Convertible notes | |
| 128,088 | | |
| 127,832 | |
| Derivative liability - convertible notes
redemption make-whole provision | |
| 544 | | |
| 425 | |
| Warrant liability | |
| 10,087 | | |
| 8,294 | |
| Lease liabilities, operating | |
| 5,077 | | |
| 6,220 | |
| Tax receivable agreement liability | |
| 43,060 | | |
| 23,949 | |
| Earnout consideration
liability | |
| 383 | | |
| 853 | |
| Total liabilities | |
| 422,471 | | |
| 406,814 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 13) | |
| | | |
| | |
| | |
| | | |
| | |
| Redeemable non-controlling
interest | |
| 516,489 | | |
| 596,587 | |
| | |
| | | |
| | |
| Preferred stock, $0.0001 par value; 10,000,000
shares authorized, no shares issued and outstanding | |
| — | | |
| — | |
| Class A common stock, $0.0001 par
value; 250,000,000 shares authorized, 29,847,338 and 19,415,123 shares issued and outstanding as of June 30, 2024 and December 31,
2023, respectively. | |
| 3 | | |
| 2 | |
| Class B common stock, $0.0001 par
value; 75,000,000 shares authorized, 51,908,422 and 59,958,422 shares issued and outstanding as of June 30, 2024 and December 31,
2023, respectively. | |
| 5 | | |
| 6 | |
| Additional paid-in capital | |
| 36,258 | | |
| 39,466 | |
| Accumulated other comprehensive income | |
| 4,848 | | |
| 4,991 | |
| Accumulated deficit | |
| (766,719 | ) | |
| (846,825 | ) |
| Total stockholders'
deficit | |
| (725,605 | ) | |
| (802,360 | ) |
| TOTAL LIABILITIES
AND STOCKHOLDERS' DEFICIT | |
$ | 213,355 | | |
$ | 201,041 | |
Consolidated Statements
of Operations
(in thousands, except
per share amounts)
(unaudited)
| | |
Three months
ended June 30, | | |
Six months
ended June 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Net sales | |
$ | 108,567 | | |
$ | 98,527 | | |
$ | 212,577 | | |
$ | 193,843 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Cost of sales | |
| 52,495 | | |
| 44,590 | | |
| 101,292 | | |
| 86,552 | |
| Selling, general
and administrative expenses | |
| 24,279 | | |
| 23,588 | | |
| 48,357 | | |
| 47,532 | |
| Total operating
expenses | |
| 76,774 | | |
| 68,178 | | |
| 149,649 | | |
| 134,084 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income from operations | |
| 31,793 | | |
| 30,349 | | |
| 62,928 | | |
| 59,759 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total other income (expense), net | |
| 2,062 | | |
| 3,331 | | |
| (12,836 | ) | |
| (16,605 | ) |
| Income before income taxes | |
| 33,855 | | |
| 33,680 | | |
| 50,092 | | |
| 43,154 | |
| Income tax (expense) benefit | |
| (258 | ) | |
| (970 | ) | |
| 578 | | |
| 293 | |
| Net income | |
$ | 33,597 | | |
$ | 32,710 | | |
$ | 50,670 | | |
$ | 43,447 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income attributable to redeemable
non-controlling interests | |
$ | 22,498 | | |
$ | 26,973 | | |
$ | 33,629 | | |
$ | 35,347 | |
| Net income attributable to CompoSecure, Inc. | |
$ | 11,099 | | |
$ | 5,737 | | |
$ | 17,041 | | |
$ | 8,100 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income per share attributable to Class A common stockholders
- basic | |
$ | 0.44 | | |
$ | 0.31 | | |
$ | 0.74 | | |
$ | 0.45 | |
| Net income per share attributable to Class A common stockholders
- diluted | |
$ | 0.32 | | |
$ | 0.29 | | |
$ | 0.49 | | |
$ | 0.41 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares used to compute net income per share
attributable to Class A common stockholders - basic (in thousands) | |
| 25,438 | | |
| 18,537 | | |
| 23,003 | | |
| 18,087 | |
| Weighted average shares used to compute net income per share
attributable to Class A common stockholders - diluted (in thousands) | |
| 96,641 | | |
| 35,528 | | |
| 96,438 | | |
| 35,155 | |
Consolidated Statements
of Cash Flows
(in thousands)
(unaudited)
| | |
Six months ended June 30, | |
| | |
2024 | | |
2023 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net income | |
$ | 50,670 | | |
$ | 43,447 | |
| Adjustments to reconcile net income to
net cash provided by operating activities | |
| | | |
| | |
| Depreciation and amortization | |
| 4,601 | | |
| 4,171 | |
| Stock-based compensation expense | |
| 9,635 | | |
| 8,415 | |
| Amortization of deferred finance costs | |
| 669 | | |
| 700 | |
| Change in fair value of earnout consideration
liability | |
| (470 | ) | |
| (4,221 | ) |
| Revaluation of warrant liability | |
| 1,793 | | |
| 7,968 | |
| Change in fair value of derivative liability | |
| 119 | | |
| 513 | |
| Deferred tax (benefit) | |
| (2,922 | ) | |
| (1,770 | ) |
| Changes in assets and liabilities | |
| | | |
| | |
| Accounts receivable | |
| 840 | | |
| 738 | |
| Inventories | |
| (4,974 | ) | |
| (6,515 | ) |
| Prepaid expenses and other assets | |
| 1,205 | | |
| (272 | ) |
| Accounts payable | |
| 4,238 | | |
| (492 | ) |
| Accrued expenses | |
| 197 | | |
| 612 | |
| Other liabilities | |
| 399 | | |
| (313 | ) |
| Net cash provided
by operating activities | |
| 66,000 | | |
| 52,981 | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Purchase of property and equipment | |
| (3,129 | ) | |
| (5,697 | ) |
| Capitalized software
expenditures | |
| (398 | ) | |
| — | |
| Net cash used in investing
activities | |
| (3,527 | ) | |
| (5,697 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from employee stock purchase
plan and exercises of equity awards | |
| 221 | | |
| 389 | |
| Payments for taxes related to net share
settlement of equity awards | |
| (8,482 | ) | |
| (2,483 | ) |
| Payment of tax receivable agreement liability | |
| — | | |
| (2,193 | ) |
| Payment of term loan | |
| (9,375 | ) | |
| (5,017 | ) |
| Tax distributions to non-controlling members | |
| (26,167 | ) | |
| (29,008 | ) |
| Special distribution to non-controlling
members | |
| (15,573 | ) | |
| — | |
| Dividend to Class A
shareholders | |
| (8,922 | ) | |
| — | |
| Net cash used in financing
activities | |
| (68,298 | ) | |
| (38,312 | ) |
| | |
| | | |
| | |
| Net (decrease) increase in cash and cash
equivalents | |
| (5,825 | ) | |
| 8,972 | |
| | |
| | | |
| | |
| Cash and cash equivalents, beginning of
period | |
| 41,216 | | |
| 13,642 | |
| | |
| | | |
| | |
| Cash and cash equivalents,
end of period | |
$ | 35,391 | | |
$ | 22,614 | |
| | |
| | | |
| | |
| Supplementary disclosure of cash flow information: | |
| | | |
| | |
| Cash paid for interest expense | |
$ | 12,890 | | |
$ | 13,626 | |
| Supplemental disclosure of non-cash financing
activities: | |
| | | |
| | |
| Derivative asset - interest rate swap | |
$ | (143 | ) | |
$ | (373 | ) |
Non-GAAP Adjusted
EBITDA Reconciliation
(in thousands)
(unaudited)
| | |
Three months
ended June 30, | | |
Six months
ended June 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| | |
| |
| | |
(in thousands) | |
| Net income | |
$ | 33,597 | | |
$ | 32,710 | | |
$ | 50,670 | | |
$ | 43,447 | |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 2,380 | | |
| 2,131 | | |
| 4,601 | | |
| 4,171 | |
| Interest expense, net (1) | |
| 5,648 | | |
| 5,849 | | |
| 11,394 | | |
| 12,345 | |
| Income tax expense (benefit) | |
| 258 | | |
| 970 | | |
| (578 | ) | |
| (293 | ) |
| EBITDA | |
$ | 41,883 | | |
$ | 41,660 | | |
$ | 66,087 | | |
$ | 59,670 | |
| Stock-based compensation expense | |
| 5,238 | | |
| 4,393 | | |
| 9,635 | | |
| 8,415 | |
| Mark-to-market adjustments, net (2) | |
| (7,710 | ) | |
| (9,180 | ) | |
| 1,442 | | |
| 4,260 | |
| Secondary offering transaction costs | |
| 586 | | |
| — | | |
| 586 | | |
| — | |
| Adjusted EBITDA | |
$ | 39,997 | | |
$ | 36,873 | | |
$ | 77,750 | | |
$ | 72,345 | |
| (1) | Includes
amortization of deferred financing cost for the three and six months ended June 30,
2024 and 2023, respectively. |
| (2) | Includes
the changes in fair value of warrant liability, derivative liabilities and earnout consideration
liability for the three and six months ended June 30, 2024 and 2023, respectively. |
Non-GAAP Adjusted
EPS Reconciliation
(in thousands)
(unaudited)
| | |
Three months
ended June 30, | | |
Six months
ended June 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| | |
| |
| | |
(in thousands)
except per share amounts | |
| Basic and Diluted: | |
| | | |
| | | |
| | | |
| | |
| Net Income | |
$ | 33,597 | | |
$ | 32,710 | | |
$ | 50,670 | | |
$ | 43,447 | |
| Add (less): provision (benefit) for income
taxes | |
| 258 | | |
| 970 | | |
| (578 | ) | |
| (293 | ) |
| Income before income taxes | |
| 33,855 | | |
| 33,680 | | |
| 50,092 | | |
| 43,154 | |
| Income tax expense (1) | |
| (6,982 | ) | |
| (6,190 | ) | |
| (13,387 | ) | |
| (11,771 | ) |
| Adjusted net income before adjustments | |
| 26,873 | | |
| 27,490 | | |
| 36,705 | | |
| 31,383 | |
| (Less) add: mark-to-market adjustments (2) | |
| (7,532 | ) | |
| (8,985 | ) | |
| 1,323 | | |
| 3,747 | |
| Add: Secondary offering transaction costs | |
$ | 586 | | |
| — | | |
| 586 | | |
| — | |
| Add: stock-based compensation | |
| 5,238 | | |
| 4,393 | | |
| 9,635 | | |
| 8,415 | |
| Adjusted net income | |
$ | 25,165 | | |
$ | 22,898 | | |
$ | 48,249 | | |
$ | 43,545 | |
| Common shares outstanding used in computing net income per
share, basic: | |
| | | |
| | | |
| | | |
| | |
| Class A and Class B common
shares (3) | |
| 81,151 | | |
| 78,496 | | |
| 80,838 | | |
| 78,046 | |
| Common shares outstanding used in computing net income per
share, diluted: | |
| | | |
| | | |
| | | |
| | |
| Warrants (Public and Private) (4) | |
| 8,094 | | |
| 8,094 | | |
| 8,094 | | |
| 8,094 | |
| Equity awards | |
| 2,490 | | |
| 3,991 | | |
| 2,600 | | |
| 4,068 | |
| Total Shares outstanding used in computing
net income per share - diluted | |
| 91,735 | | |
| 90,581 | | |
| 91,532 | | |
| 90,208 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted net income per share -basic | |
$ | 0.31 | | |
$ | 0.29 | | |
$ | 0.60 | | |
$ | 0.56 | |
| Adjusted net income per share -diluted | |
$ | 0.27 | | |
$ | 0.25 | | |
$ | 0.53 | | |
$ | 0.48 | |
1) Calculated
using the Company's blended tax rate.
2) Includes
the changes in fair value of warrant liability and earnout consideration liability.
3) Assumes both
Class A shares and Class B shares participate in earnings and are outstanding at the end of the period.
4) Assumes treasury
stock method, valuation at assumed fair market value of $18.00.
5) The Company
did not include the effect of Exchangeable Notes in its total shares outstanding used in diluted adjusted net income per share.
Exhibit 99.2
| Q2 2024
Earnings Presentation
August 7, 2024 |
| Disclaimers 2 |
| 3 Stock Purchase Agreement Terms & Benefits
• All Class B shares converted to Class A
• Resolute Holdings purchases 49.3 million out of 51.9
million converted Class A shares at $7.55 per share.
Represents an equity investment of $372 million by
The David Cote Family
• Represents majority control of CompoSecure;
Company remains public
• Tax Receivable Agreement (TRA) with Class B
shareholders amended to exclude right to
acceleration for this transaction
• David Cote to serve as executive chairman of the
board of directors
Terms
• Removes dual-class share structure — all equity
holders will be represented by a single class of
common stock
• Simplifies tax structure and eliminates the tax
distributions to Class B holders
• Eliminates a capital markets overhang from large
financial investor expected to monetize
• Transaction expected to increase Company's
annualized free cash flow by more than $20 million
• Opportunity to reinvest free cash flow savings to drive
growth of the Company and increase shareholder
value
Benefits to Class A Shareholders |
| 4 |
| Summary
Narrows fiscal 2024 full year guidance; now anticipates Net Sales between $418mm to $428mm and
Adjusted EBITDA of $150mm to $157mm.
Expanded our partnership with Fiserv to include the marketing and reselling of Arculus Authenticate
capabilities; enhances our ability to bring FIDO2 secure authentication to Fiserv’s extensive customer base of
financial institutions and fintechs.
Net Sales: Q2 ’24 vs. Q2 ‘23 increased 10% to a record $109mm compared to $99mm; Adjusted EBITDA1
:
Q2 ‘24 vs. Q2 ‘23 increased 8% to $40mm compared to $37mm.
1 Adjusted EBITDA is a non-GAAP financial measure. For reconciliation of Adjusted EBITDA to the most directly comparable measure prepared in accordance with GAAP, please see the Appendix
5
Amended credit facility: Lower rates, an upsized revolving line of credit, a longer term, and more flexible
covenants; provides capacity to continue driving growth along with the ability to retire our exchangeable notes
maturing December 2026 |
| New Metal Card Programs 6
American Express White Gold
Turkish Airlines Premier Atlas
Wells Fargo - Expedia One Key+ |
| Recent Trends across Payment Cards
1 American Express & JP Morgan Chase Earnings Presentations
2American Express Earnings Presentations
CompoSecure’s Largest Customers Report Continued
Purchase Volume Growth vs. Prior Year
Year over Year Purchase Volume Growth1
7
American Express Hit 3.3mm New Cards in Q2 ’24
Behind Robust Investments
New Card Acquisitions & Investment
2 |
| Card Issuer and Payment Network Sentiment
1 Q2 ‘24 Earnings Transcripts
2 Q3 ‘24 Earnings Transcript
"In fact, we now expect to invest around $6 billion in marketing this year, up about
$800 million versus last year, all of it funded from the results of our core business.
And we continue to attract large numbers of high-quality premium customers with
our superior products, as seen in the consistently strong new account acquisitions
and 24 consecutive quarters of double-digit growth in card fee revenue we've
delivered.
For example, as we execute our strategy of regularly refreshing our products, we
focused on embedding additional value in our premium cards to make them highly
attractive to customers across generations and geographies. This enables us to
add large numbers of new premium card members to our customer base, drive
greater engagement with existing customers, and price for the value we add. We
are on track to refresh approximately 40 products globally by the end of the year." –
Stephen Squeri (Chairman & CEO)1
8
“First, we are integrating Click to Pay and the Visa Payment Passkey Service, enabling a customer to authenticate themselves using biometrics. Already, we have hundreds
of issuers enabled for passkeys in Europe and a number of issuers who represent more than 50% of our e-commerce payments volume in Europe piloting the solution.
Second, we crossed 10 billion tokens this quarter, a significant milestone.
And in 2023 alone, Visa tokens helped generate more than an estimated $40 billion in incremental e-commerce revenue for businesses globally and saved more than $600
million in fraud. Third is the ability to tap for more use cases on a mobile device. With tapping as one of the best in-person commerce experiences, we want to provide Visa
users with more ways to tap, including tap to pay, tap to authenticate an identity, tap to add a card, or tap to send money to family or friends. And finally, this quarter, Tap to
Pay grew 4 percentage points from last year to 80% of face-to-face transactions globally, excluding the U.S.” – Ryan McInerney (CEO)
2
"Total company marketing expense in the quarter was $1.1 billion, up 20% year
over year. Our choices in domestic card are the biggest driver of total company
marketing. We continue to see compelling growth opportunities in our domestic
card business.
Our marketing continues to deliver strong new account growth across the domestic
card business. Compared to the second quarter of 2023, domestic card marketing
in the quarter included increased marketing to grow originations at the top of the
marketplace, higher media spend, and increased investment in differentiated
customer experiences like our travel portal, airport lounges, and Capital One
Shopping
Pulling up, marketing is a key driver of current and future growth and value creation
across the company, and we're leaning hard into our marketing investments. We
expect total company marketing in the second half of 2024 to be meaningfully
higher than the first half, similar to the pattern we saw last year.” – Richard
Fairbank (Chairman & CEO)
1 |
| Arculus Capabilities
Enabled Arculus Web3 payment capabilities using digital assets for everyday purchases at point of sale
9
Arculus Authenticate Arculus Cold Storage
Hardware-bound PassKey authenticator
• Secure login on any iPhone, Android phone, or platform
enabled with FIDO2 technology
• New device authentication (on-boarding new phone)
• Customer support authentication to call center
• Step-up authentication for high-risk transactions
• Secure account and prevent hackers from gaining
access to banking or social media app
• White-labeled or co-branded solution sold through
businesses for usage by their customer base
• Generate, store, and secure keys for digital assets such as
Bitcoin, Ethereum, Cardano, Solano, and many more
• White-labeled or co-branded solution sold through
businesses for usage by their customer base
• Direct to consumer
Capability
Use Cases
Example
Distribution
Channels
Crypto and NFT hardware cold storage wallet
• Advanced three-factor authentication (biometric, PIN, and
tapping card)
• Securely store, send, and receive digital assets via user-friendly mobile application
• Secure element with NFC connectivity (no battery or
charging required) |
| Financial
Overview |
| Q2 2024 Results
$40.0mm
Q2 ‘24 Q2 YTD ‘22
Net Sales $108.6mm
36.8%
$33.6mm
51.6%
$98.5mm
$32.7mm
54.7%
$36.9mm
37.4%
10%
Up $10.0mm, or 10% from Q2 '23. Primarily due to
domestic up $7.2mm and international up $2.8mm
3%
(309.6 bps)
8%
(58.3bps)
Net Income
Gross Margin
Adjusted EBITDA1
Adjusted EBITDA Margin1
Q2 ‘23 Change Commentary
1 Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial metrics. For a reconciliation of Adjusted EBITDA to the most-comparable GAAP metric, please see the Appendix to this presentation
The decline was mainly due to product mix,
specifically the ramp-up of new card construction and
inflationary pressure on wages
Includes $1.5mm negative impact when comparing
Q2 ‘24 vs. Q2 ‘23 from re-valuation of warrant,
earnout consideration, & derivatives liability driven
by change in stock price
Excludes net change from re-valuation of earnout
& warrants
Includes net investment in Arculus investment
in Q2 ’24 ($2.3mm) vs. Q2 ’23 ($4.2mm)
11
0.5474336 |
| YTD June 2024 Results
$77.8mm
YTD Jun ‘24 Q2 YTD ‘22
Net Sales $212.6mm
36.6%
$50.7mm
52.4%
$193.8mm
$43.4mm
55.3%
$72.3mm
37.3%
10%
Up $18.7mm, or 10% from YTD '23. Primarily due to
domestic up $26.3mm offset by international down
$7.6mm
17%
(299.9bps)
7%
(74.6 bps)
Net Income
Gross Margin
Adjusted EBITDA1
Adjusted EBITDA Margin1
YTD Jun ‘23 Change Commentary
1 Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial metrics. For a reconciliation of Adjusted EBITDA to the most-comparable GAAP metric, please see the Appendix to this presentation
The decline was mainly due to product mix,
specifically the ramp-up of new card construction and
inflationary pressure on wages
Includes $2.8mm positive benefit when comparing
YTD June ‘24 vs. YTD June ‘23 from re-valuation of
warrant, earnout consideration, & derivatives liability
driven by change in stock price
Excludes net change from re-valuation of earnout
& warrants
Includes net investment in Arculus investment
in YTD Jun ’24 ($4.0mm) vs. YTD Jun ’23
($8.7mm)
12 |
| Net Sales Trend
International mix for year to date June '24 was over 16% of total net sales
In millions
International
Domestic
14%
86%
13%
87%
11%
89%
13
79%
International - YTD Q2 '24
$34.6mm (16.3% of Total)
(18)% vs. YTD Q2 '23
Domestic - YTD Q2 '24
$178.0mm (83.7% of Total)
17.4% vs. YTD Q2 '23
22%
78%
21%
0.22916 |
| Balance Sheet & Credit Facility
(Unaudited)
Source: Company financials
Note: Financial position has been derived from CompoSecure’s consolidated financial statements for the periods ended June 30, 2024 and December 31, 2023, respectively
14
in millions Q2 2024 Q4 2023
Assets
Current Assets
Cash and cash equivalents $ 35.4 $ 41.2
Accounts receivable, net 39.6 40.5
Inventories 57.5 52.5
Prepaid expenses and other current assets 3.9 5.1
Total current assets $ 136.4 $ 139.3
Property and equipment, net 23.7 25.2
Deferred tax asset 41.1 23.7
Other assets 12.1 12.8
Total Assets $ 213.3 $ 201.0
Liabilities and Members' Equity
Current Liabilities
Accounts payable $ 9.4 $ 5.2
Accrued expenses 12.2 12.0
Other current liabilities 13.9 13.4
Current portion of long-term debt 13.4 10.3
Total current liabilities $ 48.9 $ 40.9
Long term debt, net of deferred finance costs 186.2 198.3
Convertible Debt, net of debt discount 128.1 127.8
Other liabilities 59.2 39.7
Total Liabilities $ 422.4 $ 406.8
Members' Equity (209.1) (205.8)
Total Liabilities and Members' equity $ 213.3 $ 201.0
Amended Credit Facility Summary
Majority of lender participants in
existing facility to continue
• Led by JP Morgan Chase with Bank
of America and TD Bank as joint
book runners
Key benefits include:
• Lower rates
• Longer Term (5 years)
• Upsized revolving line of credit
• More flexible covenants |
| Statement of Cash Flows
(Unaudited)
Source: Company financials
Note: Cash flows have been derived from CompoSecure’s consolidated financial statements for the six months ended June 30, 2024 and 2023 respectively
15
in millions
Six months ended
June 30, 2024
Six months ended
June 30, 2023
Cash flows from operating activity:
Net income $ 50.7 $ 43.4
Depreciation 4.6 4.2
Equity-based compensation expense 9.6 8.4
Amortization of deferred finance costs 0.7 0.7
Change in fair value of earnout, warrant and derivative 1.4 4.3
Deferred tax (benefit) (2.9) (1.8)
Changes in assets and liabilities 1.9 (6.2)
Net cash provided by operating activity $ 66.0 $ 53.0
Cash flows from investing activity:
Acquisition of of property and equipment (3.1) (5.7)
Capitalized software expenditures (0.4) —
Net cash used in investing activity $ (3.5) $ (5.7)
Cash flows from financing activity
Proceeds from employee stock purchase plan and exercises of equity awards 0.2 0.4
Payments for taxes related to net share settlement of equity awards (8.5) (2.5)
Payment of tax receivable agreement liability — (2.2)
Payment of term loan (9.4) (5.0)
Tax distributions to non-controlling members (26.2) (29.0)
Special distribution to non-controlling members (15.6) —
Dividend to Class A shareholders (8.9) —
Net cash used in financing activity $ (68.4) $ (38.3)
Net (decrease) increase in cash and cash equivalents $ (5.8) $ 9.0
Cash and cash equivalents, beginning of period $ 41.2 $ 13.6
Cash and cash equivalents, end of period $ 35.4 $ 22.6
Supplementary disclosure of cash flow information:
Cash paid during the year for interest expense 12.9 13.6
Non-cash, derivative asset - interest rate swap (0.1) (0.4) |
| Q2 Earnings per Share: GAAP
25.4mm3
Basic
Q2 YTD ‘22
GAAP Net Income $33.6mm
$0.44
$11.1mm1
Three Months Ended
June 30, 2024
Three Months Ended
June 30, 2023
$33.6mm
$30.5mm2
96.6mm4
$0.32
$32.7mm $32.7mm
$5.7mm $10.1mm
18.5mm 35.5mm
$0.31 $0.29
Net Income used in EPS
Total Shares used in EPS
Earnings per Share
Diluted Basic Diluted
16
Source: Company Financials
1 36.5% of net income of $35.4mm of operating entities plus 100% of C-Corp net loss of $1.8mm.
2 36.5% of net income of $35.4mm of operating entities plus 100% of C-Corp net loss of $1.8mm. plus exchangeable notes, equity awards and Class B shares of $19.4mm
3 Weighted-average outstanding Class A Shares.
4 Outstanding Class A Shares 25.4mm plus equity awards 2.5m, exchangeable notes 13.0mm and Class B units of 55.7mm |
| Q2 Adjusted Earnings per Share
81.2mm3
Basic
Q2 YTD ‘22
GAAP Net Income $33.6mm
$0.31
$25.2mm1
Three Months Ended
June 30, 2024
Three Months Ended
June 30, 2023
$33.6mm
$25.2mm1
91.7mm4
$0.27
$32.7mm $32.7mm
$22.9mm2 $22.9mm2
78.5mm3 90.6mm5
$0.29 $0.25
Adjusted Net Income
Total Shares used in EPS
Adjusted EPS6
Diluted Basic Diluted
17
Source: Company Financials
1 GAAP Net Income of $33.6mm less additional tax provision of $6.7mm less $1.7mm comprised of fair value/mark-to-market changes for warrants and earnouts, equity awards adjustment and secondary offer transaction costs.
2 GAAP Net Income of $32.7mm less additional tax provision of $5.2mm less $4.6mm comprised of fair value/mark-to-market changes for warrants and earnouts and equity awards adjustment.
3 Weighted average outstanding Class A plus Class B Shares.
4 Outstanding Class A plus Class B Shares plus 8.1mm public warrants (converted using treasury stock method) and 2.5mm equity awards.
5 Outstanding Class A plus Class B Shares plus 8.1mm public warrants (converted using treasury stock method) and 4.0mm equity awards
6 Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. For reconciliation of these non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP, please see the Appendix. |
| YTD Earnings per Share: GAAP
23.0mm3
Basic
Q2 YTD ‘22
GAAP Net Income $50.7mm
$0.74
$17.0mm1
Six months ended
June 30, 2024
Six months ended
June 30, 2023
$50.7mm
$46.9mm2
96.4mm4
$0.49
$43.4mm $43.4mm
$8.1mm $14.2mm
18.1mm 35.2mm
$0.45 $0.41
Net Income used in EPS
Total Shares used in EPS
Earnings per Share
Diluted Basic Diluted
18
Source: Company Financials
1 36.5% of net income of $53.0mm of operating entities plus 100% of C-Corp net loss of $2.3mm.
2 36.5% of net income of $53.0mm of operating entities plus 100% of C-Corp net loss of $2.3mm. plus exchangeable notes, equity awards and Class B shares of $29.9mm
3 Weighted-average outstanding Class A Shares.
4 Weighted-average outstanding Class A Shares 23.0mm plus equity awards 2.6m, exchangeable notes 13.0mm and Class B units of 57.8mm |
| YTD Adjusted Earnings per Share
80.8mm3
Basic
Q2 YTD ‘22
GAAP Net Income $50.7mm
$0.60
$48.2mm1
Six months ended
June 30, 2024
Six months ended
June 30, 2023
$50.7mm
$48.2mm1
91.5mm4
$0.53
$43.4mm $43.4mm
$43.5mm2 $43.5mm2
78.0mm3 90.2mm5
$0.56 $0.48
Adjusted Net Income
Total Shares used in EPS
Adjusted EPS6
Diluted Basic Diluted
19
Source: Company Financials
1 GAAP Net income of $50.7mm less additional tax provision of $14.0mm plus $11.5mm comprised of fair value/mark-to-market changes for warrants and earnouts, equity awards adjustment and secondary offer transaction costs.
2 GAAP Net Income of $43.4mm less additional tax provision of $12.1mm less $12.2mm comprised of fair value/mark-to-market changes for warrants and earnouts and equity awards adjustment.
3 Outstanding Class A plus Class B Shares.
4 Outstanding Class A plus Class B Shares plus 8.1mm public warrants (converted using treasury stock method) and 2.6mm equity awards.
5 Outstanding Class A plus Class B Shares plus 8.1mm public warrants (converted using treasury stock method) and 4.1mm equity awards
6 Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. For reconciliation of these non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP, please see the Appendix. |
| 2024 Guidance
Narrows full year Net Sales and Adjusted EBITDA guidance
Net Sales
Adjusted EBITDA1
2023A
$391mm
$145mm
1 Adjusted EBITDA is a non-GAAP financial metric. For a reconciliation of Adjusted EBITDA to the most-comparable GAAP metric, please see the Appendix to this presentation
$418mm - $428mm
$150mm - $157mm
2024F
B/(W) vs. ‘23 +7% / +10%%
B/(W) vs. ’23 +3% / +8%
20 |
| 2024 Company Objectives
Grow and diversify metal
payment cards while
delivering exceptional
quality to our customers
Innovate across products,
processes and platforms
to differentiate from
competition and continue
emphasis on
environmental impact
Drive Arculus
Authenticate and Cold
Storage by demonstrating
to our customers the
value proposition of both
hardware and software
solutions
Maintain margins
through improved
quality, production
efficiency, sourcing
optimization, and
automation
Grow Metal
Payment Cards
21
Innovate Across
Functions
Demonstrate
Arculus Success
Enhance
Efficiency
1 2 3 4
Continue to evolve as a world-class organization, innovator, and employer of choice to
deliver unparalleled customer and shareholder value
Focus On
Our People
5 |
| Investor Relations Contact
ir.composecure.com
Sean Mansouri
720-330-2829
ir@composecure.com
22
22 |
| Appendix |
| CompoSecure, Inc. (Nasdaq: CMPO)
Summary Equity Capitalization Table (with net exercise model)
As of June 30, 2024
Holders # of Shares Issued & Outstanding # of Shares Issued & Outstanding
Public Shareholders: Class A 29.8mm 29.8mm
Historic CompoSecure Owners: Class B 51.9mm 51.9mm
Subtotal 81.7mm 81.7mm
Holders # of Shares Reserved for Immediately
Exercisable In-The-Money Options
# of Shares Reserved for Immediately
Exercisable In-The-Money Options
(assuming net exercise)
1
Merger Rollover Options 1.5mm 0.8mm
Subtotal 83.2mm 82.5mm
Convertible Instruments # of Shares Reserved for Conversion
# of Shares Reserved for Conversion
(assuming net exercise)
Public Warrants2 22.4mm 8.1mm
Exchangeable Notes3 11.8mm 11.8mm
Grand Total 117.4mm 102.4mm
Notes: The table above excludes shares which may be issued in the future for contingent “earnout”, equity incentive plan, employee stock
purchase plan, and 401K plan
1 Assumes exercise net of strike price, valuation at assumed FMV of $10.00
2 Assumes treasury stock method, $11.50 strike price, & valuation at assumed FMV of $18.00
3 Assumes $10.98 strike price with redemption (at company’s discretion) after three years if FMV exceeds $14.27
24 |
| Statement of Operations
(Unaudited)
25
Source: Company financials
Note: Operating results have been derived from CompoSecure’s consolidated financial statements for the three and six months ended June 30, 2024 and 2023.
Note: Totals may not sum due to rounding
1
Includes other income (expense) and income tax (expense) benefit as presented in the interim financial statements
in millions Q2 2024 Q2 2023 YTD 2024 YTD 2023
Revenue
Net Sales $ 108.6 $ 98.5 $ 212.6 $ 193.8
Cost of sales 52.5 44.6 101.3 86.6
Gross Profit $ 56.1 $ 53.9 $ 111.3 $ 107.2
Operating Expenses
Selling, general and administrative 24.3 23.6 48.4 47.5
Income from operations $ 31.8 $ 30.3 $ 62.9 $ 59.7
Other income (expense)
Other income (expense), net1 1.8 2.4 (12.3) (16.3)
Net Income $ 33.6 $ 32.7 $ 50.6 $ 43.4 |
| Non-GAAP Adjusted EBITDA Reconciliation
(Unaudited)
26
in millions Q2 2024 Q2 2023 YTD 2024 YTD 2023
Net Income $ 33.6 $ 32.7 $ 50.7 $ 43.4
Interest expense 5.6 5.8 11.4 12.3
Depreciation and amortization 2.4 2.1 4.6 4.2
Income tax expense (benefit) 0.3 1.0 (0.6) (0.3)
Unadjusted EBITDA $ 41.9 $ 41.6 $ 66.1 $ 59.6
Non- Cash Stock Comp Expense1 5.2 4.4 9.6 8.4
Mark-to-market adjustments2
(7.7) (9.2) 1.4 4.3
Secondary offering transaction costs 0.6 — 0.6 —
Total EBITDA Adjustments $ (1.9) $ (4.8) $ 11.6 $ 12.7
Adjusted EBITDA $ 40.0 $ 36.8 $ 77.7 $ 72.3
Adjusted EBITDA% 36.8 % 37.4 % 36.6 % 37.3 %
Source: Company financials
1 Equity based expenses related to the equity incentive plan
2 Non-cash mark-to-market adjustments representing changes in fair value of liabilities for warrants, earnouts and derivatives assets. |
| Non-GAAP EPS Reconciliation
(Unaudited)
27
Source: Company financials
1 Assumes treasury stock method, valuation at assumed FMV of $18.00
2
Includes options, RSUs, and ESPP shares
Three months ended June 30, 2024 Three months ended June 30, 2023
in millions BASIC DILUTED BASIC DILUTED
GAAP Net Income $ 33.6 $ 33.6 $ 32.7 $ 32.7
Adjust for tax (benefit) expense 0.3 0.3 1.0 1.0
Tax Provision (7.0) (7.0) (6.2) (6.2)
Tax Adjusted Net Income $ 26.9 $ 26.9 $ 27.5 $ 27.5
Stock Based Compensation and Fair Value Adjustment (1.7) (1.7) (4.6) (4.6)
Adjusted Net Income $ 25.2 $ 25.2 $ 22.9 $ 22.9
Class A + Class B Shares 81.2 81.2 78.5 78.5
Public Warrants1 — 8.1 — 8.1
Equity Awards2 — 2.5 — 4.0
Total Shares 81.2 91.8 78.5 90.6
EPS $ 0.31 $ 0.27 $ 0.29 $ 0.25 |
| Non-GAAP EPS Reconciliation
(Unaudited)
28
Source: Company financials
1 Assumes treasury stock method, valuation at assumed FMV of $18.00
2
Includes options, RSUs, and ESPP shares
Six months ended June 30, 2024 Six months ended June 30, 2023
in millions BASIC DILUTED BASIC DILUTED
GAAP Net Income $ 50.7 $ 50.7 $ 43.4 $ 43.4
Adjust for tax (benefit) expense (0.6) (0.6) (0.3) (0.3)
Tax Provision (13.4) (13.4) (11.8) (11.8)
Tax Adjusted Net Income $ 36.7 $ 36.7 $ 31.3 $ 31.3
Stock Based Compensation and Fair Value Adjustment 11.5 11.5 12.2 12.2
Adjusted Net Income $ 48.2 $ 48.2 $ 43.5 $ 43.5
Class A + Class B Shares 80.8 80.8 78.0 78.0
Public Warrants1 — 8.1 — 8.1
Equity Awards2 — 2.6 — 4.1
Total Shares 80.8 91.5 78.0 90.2
EPS $ 0.60 $ 0.53 $ 0.56 $ 0.48 |
Exhibit 99.3
Resolute Holdings to Acquire Majority Interest
in CompoSecure with $372 million Personal Investment via David Cote Family
August 7, 2024
David Cote to Become Executive Chairman
Transaction Unlocks Value with Simplification
of Corporate Structure
CompoSecure to Become the First Investment
of Resolute Holdings
New York, NY and Somerset, NJ, August 7,
2024 –Resolute Holdings I, LP and its affiliated vehicles (“Resolute”), an investment firm under the leadership
of David Cote and Tom Knott, and CompoSecure, Inc. (Nasdaq: CMPO) (“CompoSecure” or the “Company”), a leader
in metal payment cards, security, and authentication solutions, today announced that certain shareholders of CompoSecure have entered
into Stock Purchase Agreements (collectively, the “SPA”) with Resolute, pursuant to which Resolute will acquire a majority
interest in CompoSecure and eliminate its dual-class structure.
The David Cote Family is investing $372 million
through Resolute and Dave Cote will become the executive chairman of the board of directors of CompoSecure upon closing of the transaction.
Resolute will become the majority shareholder of the Company and will focus on deploying operational and M&A best practices to drive
long-term value creation for all shareholders. Importantly, the transaction will remove the dual-share structure, delivering higher retained
annual cash flow and better alignment of all shareholders with the elimination of the tax distributions related to the Class B units.
David Cote said, “CompoSecure meets all
the criteria I look for when making an investment and I am thrilled that Resolute will become the Company’s majority shareholder.
CompoSecure has a high-quality management team led by CEO Jon Wilk, a leading market position in its industry, attractive long-term growth
prospects, technological differentiation, and robust free cash flow generation. Tom and I see significant opportunity to continue growing
CompoSecure while also diversifying the business and customer base through incremental M&A. In our view, it is the perfect first investment
for Resolute and we are excited to get started creating additional shareholder value.”
CompoSecure CEO, Jon Wilk said, “I am very
pleased to announce this strategic transaction that will simplify our corporate structure and continue to unlock shareholder value. I
am also thrilled to have David Cote serve as executive chairman of the board of directors. David’s career and track record is unparalleled,
setting the standard for how organizations can simultaneously drive both short and long-term performance to realize their full potential.
We believe his experience steering global organizations, such as Honeywell and Vertiv, will be invaluable to CompoSecure as we enter a
new phase of growth and value creation for shareholders, employees, and customers.”
Mitchell Hollin, Partner at LLR Partners, a long-term
CompoSecure Class B stockholder, added, “LLR is grateful to have been part of CompoSecure’s growth since our investment
in the company in 2015. Michele Logan, Jon and the rest of the CompoSecure team have built a market leader that I believe is well positioned
for the long-term. We look forward to seeing CompoSecure’s continued success in partnership with David, Tom and Resolute.”
The Stock Purchase Agreements
Under the terms of the SPA, the selling shareholders
will exchange the entirety of their Class B units and associated Class B shares for Class A shares, eliminating the current
dual-share class structure. Resolute will subsequently purchase 49.3 million of the corresponding Class A shares to acquire majority
control of the Company. As a result of the transaction, The David Cote Family is expected to have voting control of approximately 60%
of total shares outstanding as of the closing date.
The Company’s current management team, including
Jon Wilk, CompoSecure’s chief executive officer, are expected to continue in their current roles at the Company, while the board
of directors will include the appointment of Dave Cote, Tom Knott and other representatives from Resolute to replace Mitchell Hollin,
of LLR Partners, and Michele Logan, co-founder of CompoSecure, who will depart from the board of directors upon closing of the transaction.
Upon closing of the transaction, the size of the board will be expanded to eleven members, and a majority of the Board will be independent
directors.
Goldman Sachs & Co. LLC is serving as
financial advisor to Resolute, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor.
A special committee of CompoSecure’s Board
of Directors, which is comprised solely of independent directors and was formed in connection with the transaction (the “Special
Committee”), after receiving advice from an independent legal counsel and financial advisor, unanimously approved the proposed transactions
to which CompoSecure is a party. The Special Committee was advised by Potter Anderson & Corroon LLP (Wilmington, DE) and retained
Houlihan Lokey, Inc..
The transaction is expected to close by September 30,
2024, subject to customary closing conditions and regulatory approvals, including Hart-Scott-Rodino clearance.
About Resolute Holdings
Resolute Holdings is an investment firm, controlled
by Dave Cote, former CEO of Honeywell International, Inc. (“Honeywell”) and current Executive Chairman of Vertiv Holdings
Co (“Vertiv”), and Tom Knott, former Head of Permanent Capital Strategies at The Goldman Sachs Group, Inc. (“Goldman
Sachs”). Mr. Cote and Mr. Knott formed Resolute Holdings to invest in businesses that can benefit from the systematic
deployment of the operating system Mr. Cote has developed over his career.
Mr. Cote completed approximately 170 M&A
transactions during his tenure as CEO of Honeywell and as current Executive Chairman at Vertiv. Mr. Cote brings over 40 years of
operating experience across a wide range of industrial sectors with a proven track record of delivering outsized shareholder value through
disciplined portfolio management and accretive M&A.
Mr. Knott was formerly the Head of Permanent
Capital Strategies in the Asset Management Division of Goldman Sachs and was also CEO of GS Acquisition Holdings Corp and GS Acquisition
Holdings Corp II, respectively bringing public both Vertiv and Mirion Technologies, Inc. Mr. Knott brings over 14 years of investing
experience across a wide range of sectors.
About CompoSecure
Founded in 2000, CompoSecure is
a technology partner to market leaders, fintech’s and consumers enabling trust for millions of people around the globe. The company
combines elegance, simplicity and security to deliver exceptional experiences and peace of mind in the physical and digital world. CompoSecure’s
innovative payment card technology and metal cards with Arculus security and authentication capabilities deliver unique, premium branded
experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. For
more information, please visit www.CompoSecure.com and www.GetArculus.com.
Contacts
For Resolute Holdings
Tom Knott
info@resoluteholdings.com
For CompoSecure
Anthony Piniella
Head of Communications
(917) 208-7724
apiniella@composecure.com
Sean Mansouri,
CFA
Elevate IR
(720) 330-2829
CMPO@elevate-ir.com
Forward-Looking Statements
This press release contains forward-looking statements
as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management
or Resolute Holdings, as appliable. Although CompoSecure and Resolute Holdings, as applicable, believes that its plans, intentions, and
expectations reflected in or suggested by these forward-looking statements are reasonable, CompoSecure, Resolute Holdings and their affiliates
cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently
subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning
CompoSecure’s or Resolute Holdings’ possible or assumed future actions, business strategies, events, or results of operations,
are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”
“should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends”
or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance.
You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following
important factors, among others, could affect CompoSecure’s future results and could cause those results or other outcomes to differ
materially from those expressed or implied in these forward-looking statements: the ability to consummate the transactions contemplated
by the SPA; the ability of CompoSecure to diversify its business and customer base; the ability of CompoSecure to create value for its
shareholders and generate robust free cash flow; the ability of CompoSecure to grow and manage growth profitably, maintain relationships
with customers, compete within its industry and retain its key employees; the possibility that CompoSecure may be adversely impacted by
other global economic, business, competitive and/or other factors; the outcome of any legal proceedings that may be instituted against
CompoSecure, Resolute Holdings or others; future exchange and interest rates; and other risks and uncertainties, including those under
“Risk Factors” in filings that have been made or will be made with the Securities and Exchange Commission. CompoSecure and
Resolute Holdings undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
v3.24.2.u1
Cover
|
Aug. 07, 2024 |
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Aug. 07, 2024
|
| Entity File Number |
001-39687
|
| Entity Registrant Name |
CompoSecure, Inc.
|
| Entity Central Index Key |
0001823144
|
| Entity Tax Identification Number |
85-2749902
|
| Entity Incorporation, State or Country Code |
DE
|
| Entity Address, Address Line One |
309 Pierce Street
|
| Entity Address, City or Town |
Somerset
|
| Entity Address, State or Province |
NJ
|
| Entity Address, Postal Zip Code |
08873
|
| City Area Code |
908
|
| Local Phone Number |
518-0500
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Entity Emerging Growth Company |
true
|
| Elected Not To Use the Extended Transition Period |
false
|
| Common Stock [Member] |
|
| Title of 12(b) Security |
Class
A Common Stock, $0.0001 par value
|
| Trading Symbol |
CMPO
|
| Security Exchange Name |
NASDAQ
|
| Redeemable Warrant Seach Whole Warrant Exercisable For One Share Of Class A Common Stock [Member] |
|
| Title of 12(b) Security |
Redeemable
warrants, each whole warrant exercisable for one share of Class A Common Stock
|
| Trading Symbol |
CMPOW
|
| Security Exchange Name |
NASDAQ
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=CMPO_RedeemableWarrantSeachWholeWarrantExercisableForOneShareOfClassACommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
CompoSecure (NASDAQ:CMPO)
Historical Stock Chart
From Dec 2024 to Jan 2025
CompoSecure (NASDAQ:CMPO)
Historical Stock Chart
From Jan 2024 to Jan 2025
