0001823144-24-000012 | 10-Q | XBRL Viewer

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RETIREMENT PLANS	9 Months Ended
RETIREMENT PLANS	Sep. 30, 2024
Retirement Benefits [Abstract]
RETIREMENT PLANS	RETIREMENT PLANS Defined Contribution Plan The Company has a 401(k) profit sharing plan for all full-time employees who have attained the age of 21 and completed 90 days of service. The Company matches 100% of the first 1% and then 50% of the next 5% of employee contributions. Retirement plan expense for the three months ended September 30, 2024 and 2023 was approximately $431 and $405, respectively. Retirement plan expense for the nine months ended September 30, 2024 and 2023 was approximately $1,483 and $1,326, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024 shares	Sep. 30, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false
Adam Lowe [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On August 14, 2024, Adam Lowe, Chief Product & Innovation Officer of the Company, terminated his pre-existing trading plan (adopted on June 12, 2024); and then on September 12, 2024, Mr. Lowe entered into a new plan covering the potential sale of 178,923 shares of Common Stock, all of which would be acquired upon exercise of stock options. This plan is scheduled to commence on December 13, 2024 and terminate on the earlier of December 31, 2025 or the date all shares subject to the plan have been sold.
Name	Adam Lowe
Title	Chief Product & Innovation Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 12, 2024
Rule 10b5-1 Arrangement Terminated	true
Termination Date	August 14, 2024
Expiration Date	December 31, 2025
Arrangement Duration	383 days
Aggregate Available	178,923	178,923
Amanda Gourbault [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On August 14, 2024, Amanda Gourbault, Chief Revenue Officer of the Company, terminated her pre-existing trading plan (adopted June 14, 2024).
Name	Amanda Gourbault
Title	Chief Revenue Officer
Rule 10b5-1 Arrangement Terminated	true
Termination Date	August 14, 2024

GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Geographical Revenue Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total	$ 107,135	$ 96,886	$ 319,712	$ 290,729
Domestic
Disaggregation of Revenue [Line Items]
Total	80,033	84,277	258,007	235,933
International
Disaggregation of Revenue [Line Items]
Total	$ 27,102	$ 12,609	$ 61,705	$ 54,796

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

COMMITMENTS AND CONTINGENCIES - Leases (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 615
2025	2,502
2026	2,240
2027	912
2028	846
Later years	359
Total lease payments	7,474
Less: Imputed interest	(914)
Present value of lease liabilities	$ 6,560

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Total	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Class A Common Stock Common Stock	Class B Common Stock Common Stock
Beginning balance (in shares) at Dec. 31, 2022					16,446,748	60,325,057
Beginning balance at Dec. 31, 2022	$ (892,232)	$ 24,107	$ 8,283	$ (924,630)	$ 2	$ 6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions to non-controlling interests	(9,714)			(9,714)
Stock-based compensation	4,022	4,022
Proceeds from employee stock purchase plan and exercises of options	146	146
Net income (loss)	2,329			2,329
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares)					1,564,956
Class A common stock withheld related to net share settlement of equity awards	(2,409)	(2,409)
Class A common stock issued pursuant to Class B common stock exchanges (in shares)					366,635	(366,635)
Unrealized gain (loss) on derivative - interest rate swap	(1,649)		(1,649)
Tax receivable agreement liability	(290)	(290)
Adjustment of redeemable non-controlling interests to redemption value	12,055			12,055
Ending balance (in shares) at Mar. 31, 2023					18,378,339	59,958,422
Ending balance at Mar. 31, 2023	(887,742)	25,576	6,634	(919,960)	$ 2	$ 6
Beginning balance at Dec. 31, 2022	600,234
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward]
Net income	8,408
Adjustment of redeemable non-controlling interests to redemption value	(12,055)
Ending balance at Mar. 31, 2023	596,587
Beginning balance (in shares) at Dec. 31, 2022					16,446,748	60,325,057
Beginning balance at Dec. 31, 2022	(892,232)	24,107	8,283	(924,630)	$ 2	$ 6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from employee stock purchase plan and exercises of options	1,024
Unrealized gain (loss) on derivative - interest rate swap	(637)
Ending balance (in shares) at Sep. 30, 2023					19,293,287	59,958,422
Ending balance at Sep. 30, 2023	(835,430)	34,765	7,646	(877,849)	$ 2	$ 6
Beginning balance at Dec. 31, 2022	600,234
Ending balance at Sep. 30, 2023	596,587
Beginning balance (in shares) at Mar. 31, 2023					18,378,339	59,958,422
Beginning balance at Mar. 31, 2023	(887,742)	25,576	6,634	(919,960)	$ 2	$ 6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions to non-controlling interests	(19,294)			(19,294)
Stock-based compensation	4,393	4,393
Proceeds from employee stock purchase plan and exercises of options	243	243
Net income (loss)	5,737			5,737
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares)					313,767
Class A common stock withheld related to net share settlement of equity awards	(74)	(74)
Unrealized gain (loss) on derivative - interest rate swap	1,276		1,276
Tax receivable agreement liability	(1)	(1)
Adjustment of redeemable non-controlling interests to redemption value	26,973			26,973
Ending balance (in shares) at Jun. 30, 2023					18,692,106	59,958,422
Ending balance at Jun. 30, 2023	(868,489)	30,137	7,910	(906,544)	$ 2	$ 6
Beginning balance at Mar. 31, 2023	596,587
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward]
Net income	26,973
Adjustment of redeemable non-controlling interests to redemption value	(26,973)
Ending balance at Jun. 30, 2023	596,587
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions to non-controlling interests	(9,354)			(9,354)
Stock-based compensation	4,637	4,637
Proceeds from employee stock purchase plan and exercises of options	635	635
Net income (loss)	7,475			7,475
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares)					601,181
Class A common stock withheld related to net share settlement of equity awards	(643)	(643)
Unrealized gain (loss) on derivative - interest rate swap	(264)		(264)
Tax receivable agreement liability	(1)	(1)
Adjustment of redeemable non-controlling interests to redemption value	30,574			30,574
Ending balance (in shares) at Sep. 30, 2023					19,293,287	59,958,422
Ending balance at Sep. 30, 2023	(835,430)	34,765	7,646	(877,849)	$ 2	$ 6
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward]
Net income	30,574
Adjustment of redeemable non-controlling interests to redemption value	(30,574)
Ending balance at Sep. 30, 2023	596,587
Beginning balance (in shares) at Dec. 31, 2023					19,415,123	59,958,422
Beginning balance at Dec. 31, 2023	(802,360)	39,466	4,991	(846,825)	$ 2	$ 6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions to non-controlling interests	(10,151)			(10,151)
Stock-based compensation	4,397	4,397
Proceeds from employee stock purchase plan and exercises of options	107	107
Net income (loss)	4,025			4,025
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares)					1,183,123
Class A common stock withheld related to net share settlement of equity awards	(3,476)	(3,476)
Unrealized gain (loss) on derivative - interest rate swap	452		452
Adjustment of redeemable non-controlling interests to redemption value	13,048			13,048
Ending balance (in shares) at Mar. 31, 2024					20,598,246	59,958,422
Ending balance at Mar. 31, 2024	(793,958)	40,494	5,443	(839,903)	$ 2	$ 6
Beginning balance at Dec. 31, 2023	596,587
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward]
Net income	13,048
Adjustment of redeemable non-controlling interests to redemption value	(13,048)
Ending balance at Mar. 31, 2024	596,587
Beginning balance (in shares) at Dec. 31, 2023					19,415,123	59,958,422
Beginning balance at Dec. 31, 2023	(802,360)	39,466	4,991	(846,825)	$ 2	$ 6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from employee stock purchase plan and exercises of options	2,895
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares)					3,303,809
Unrealized gain (loss) on derivative - interest rate swap	(2,422)
Ending balance (in shares) at Sep. 30, 2024					82,677,354	0
Ending balance at Sep. 30, 2024	(285,009)	180,356	2,569	(467,942)	$ 8	$ 0
Beginning balance at Dec. 31, 2023	596,587
Ending balance at Sep. 30, 2024	0
Beginning balance (in shares) at Mar. 31, 2024					20,598,246	59,958,422
Beginning balance at Mar. 31, 2024	(793,958)	40,494	5,443	(839,903)	$ 2	$ 6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividend to Class A shareholders	(8,922)			(8,922)
Distributions to non-controlling interests	(16,016)			(16,016)
Special distributions to non-controlling interests	(15,573)			(15,573)
Stock-based compensation	5,238	5,238
Proceeds from employee stock purchase plan and exercises of options	114	114
Net income (loss)	11,099			11,099
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares)					1,199,092
Class A common stock withheld related to net share settlement of equity awards	(5,006)	(5,006)
Class A common stock issued pursuant to Class B common stock exchanges (in shares)					8,050,000	(8,050,000)
Class A common stock issued pursuant to Class B common stock exchanges					$ 1	$ (1)
Unrealized gain (loss) on derivative - interest rate swap	(595)		(595)
Tax receivable agreement liability	(4,582)	(4,582)
Adjustment of redeemable non-controlling interests to redemption value	102,596			102,596
Ending balance (in shares) at Jun. 30, 2024					29,847,338	51,908,422
Ending balance at Jun. 30, 2024	(725,605)	36,258	4,848	(766,719)	$ 3	$ 5
Beginning balance at Mar. 31, 2024	596,587
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward]
Net income	22,498
Adjustment of redeemable non-controlling interests to redemption value	(102,596)
Ending balance at Jun. 30, 2024	516,489
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions to non-controlling interests	(8,696)			(8,696)
Stock-based compensation	5,634	5,634
Proceeds from employee stock purchase plan and exercises of options	2,674	2,674
Net income (loss)	(42,060)			(42,060)
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares)					921,594
Class A common stock issued pursuant to Class B common stock exchanges (in shares)					51,908,422	(51,908,422)
Class A common stock issued pursuant to Class B common stock exchanges					$ 5	$ (5)
Unrealized gain (loss) on derivative - interest rate swap	(2,279)		(2,279)
Tax receivable agreement liability	12,248	12,248
Adjustment of redeemable non-controlling interests to redemption value	473,075			349,533
Ending balance (in shares) at Sep. 30, 2024					82,677,354	0
Ending balance at Sep. 30, 2024	(285,009)	$ 180,356	$ 2,569	$ (467,942)	$ 8	$ 0
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward]
Net income	(43,414)
Adjustment of redeemable non-controlling interests to redemption value	(473,075)
Ending balance at Sep. 30, 2024	$ 0

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS As a result of the Business Combination, the Company entered into a tax receivable agreement with Holdings and unitholders of Holdings, which was amended upon the Resolute Transaction closing as of September 17, 2024. See Note 13. The Company is obligated to make certain payments under the tax receivable agreement to certain historical unitholders of Holdings. The Company made no payment related to the tax receivable agreement liability in the nine months ended September 30, 2024. Pursuant to the Holdings Second Amended and Restated LLC Agreement, the Company makes pro rata tax distributions to the unitholders of Holdings (i.e., non-controlling interest) in an amount sufficient to fund all or part of their tax obligations with respect to the taxable income of Holdings that is allocated to them. For the three months ended September 30, 2024, Holdings distributed a total of $13,699 of tax distributions to its members, of which $5,003 was paid to CompoSecure, Inc. (the parent company), resulting in a net tax distribution to all other members of $8,696. For the nine months ended September 30, 2024, Holdings distributed a total of $50,082 of tax distributions to its members, of which $15,219 was paid to CompoSecure, Inc. (the parent company), resulting in a net tax distribution to all other members of $34,863. In connection with the special distribution discussed in Note 6, $15,573 was disbursed to Class B unitholders of Holdings on June 11, 2024. In connection with the Resolute transaction, on September 17, 2024, the Company and Resolute entered into the Governance Agreement, pursuant to which the Company and Resolute and certain of its affiliates (collectively, the “Stockholder”) shall take all reasonable actions within their respective control to (i) fix and maintain the number of directors that will constitute the whole Board at eleven (11) directors, (ii) maintain on the Board at all times no less than six (6) directors who each qualify as an “independent director” under the Exchange Act and the Nasdaq listing rules (collectively, the “Independent Directors”), as such individuals may be designated by the Nominating Committee of the Board (the “Nominating Committee”), (iii) maintain on the Board at all times the then serving Chief Executive Officer of the Company (the “Executive Director”), (iv) maintain at all times a Nominating Committee that is comprised of a majority of Independent Directors, (v) maintain on the Board, for so long as the Stockholder owns or holds (whether beneficially, of record or otherwise) at least 35% of the outstanding shares of Common Stock, no less than six (6) designees of the Stockholder (collectively, the “Stockholder Directors”), of whom two (2) shall qualify as Independent Directors and be subject to approval of the Nominating Committee, which approval shall not be unreasonably withheld (collectively, the “Stockholder-Designated Independent Directors”), and (vi) cause to be elected or appointed to the Board each such designated Independent Director (including the Stockholder-Designated Independent Directors, as applicable), each other Stockholder Director (as applicable) and the Executive Director. In addition, the Governance Agreement provides for a twelve (12) month lock-up period, during which time the Stockholder and its affiliates may not, subject to the terms of the Governance Agreement, sell, dispose of or otherwise Transfer (as defined in the Governance Agreement) any Voting Shares (as defined in the Governance Agreement), except for certain Permitted Transfers (as defined in the Governance Agreement). Additionally, the Governance Agreement provides for a twelve (12) month standstill period, during which time the Stockholder and its affiliates, subsidiaries, or associates may not, amongst other matters and subject to the terms of the Governance Agreement, acquire, offer or propose to acquire, or participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) to acquire additional securities of the Company if such acquisition or participation in a group would result in the Stockholder and its controlled affiliates owning securities of the Company representing more than that percentage of the total issued and outstanding shares of Class A Common Stock owned by the Stockholder as of the effective date of the Governance Agreement. The Governance Agreement further prohibits, for a period of twenty-four (24) months following the effective date of the Governance Agreement and subject to the terms contained therein, (i) the Company and the Stockholder from entering into any Rule 13e-3 Transaction (as defined in the Governance Agreement), and (ii) the Stockholder or its affiliates from effecting any short-form merger with the Company pursuant to Section 253 of the General Corporation Law of the State of Delaware. The Governance Agreement also provides that, unless and until the Governance Agreement is terminated, none of the Company, the Board or the Stockholder will authorize, approve or ratify a voluntary delisting of the shares of Class A Common Stock from the Nasdaq stock exchange or voluntary deregistration of shares of Class A Common Stock under the Exchange Act, in either case, without the prior approval of a majority of the Independent Directors. The foregoing summary of the Governance Agreement is not complete and is qualified in its entirety by reference to the full text of such document, attached hereto as Exhibit 10.4, which is incorporated herein by reference.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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+ Details

GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Additional Information (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenue \| Customer concentration risk \| Two customers
Concentration Risk [Line Items]
Concentration risk, percentage	58.50%		66.10%
Revenue \| Customer concentration risk \| Three customers
Concentration Risk [Line Items]
Concentration risk, percentage		84.60%		79.10%
Accounts receivable \| Customer concentration risk \| Two customers
Concentration Risk [Line Items]
Concentration risk, percentage					73.00%
Accounts receivable \| Customer concentration risk \| Four customers
Concentration Risk [Line Items]
Concentration risk, percentage			70.00%
Purchases \| Supplier concentration risk \| Three vendors
Concentration Risk [Line Items]
Concentration risk, percentage			10.00%
Purchases \| Supplier concentration risk \| One vendor
Concentration Risk [Line Items]
Concentration risk, percentage				15.00%

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) $ / shares in Units, $ in Millions	Sep. 17, 2024 USD ($) $ / shares shares
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of shares exchanged in transaction (in shares)	51,908,422
Tungsten
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of shares issued in transaction	49,290,409
Consideration received on transaction \| $	$ 372.1
Sale of stock, price (in dollars per share) \| $ / shares	$ 7.55
Holdings \| Tungsten
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percentage of ownership acquired	60.00%
Percentage of ownership after transaction	100.00%

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company recorded income tax provision of $629 and $949 for the three months ended September 30, 2024, and September 30, 2023, respectively. The Company recorded income tax provision of $51 and $656 for the nine months ended September 30, 2024, and September 30, 2023, respectively. During the quarter ended September 30, 2024, federal tax authorities completed their audit of fiscal 2020. There were no proposed adjustments resulting from the examination. In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes. The Company's interim effective tax rate, inclusive of any discrete items, was (0.74)% and 1.48% for the three months ended September 30, 2024 and September 30, 2023, respectively. The Company's interim effective tax rate, inclusive of any discrete items, was (0.15)% and 0.80% for the nine months ended September 30, 2024 and September 30, 2023, respectively. The Company’s effective income tax rate differs from the U.S. statutory rate primarily due to the non-controlling interest adjustment as the income attributable to the non-controlling interest is pass-through income.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

DEBT - Schedule of Borrowing Facilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 27, 2021
Debt Instrument [Line Items]
Loan Balance	$ 329,980	$ 340,313
Less: current portion of term loan (scheduled payments)	(10,000)	(10,313)
Less: net deferred financing costs	(3,611)	(3,837)
Total Long Term debt	316,369	326,163
Derivative liability - convertible notes redemption make-whole provision	0	425
Term Loan
Debt Instrument [Line Items]
Loan Balance	199,980	210,313
Less: current portion of term loan (scheduled payments)	(10,000)	(10,313)
Less: net deferred financing costs	(1,831)	(1,669)
Total Long Term debt	188,149	198,331
Exchangeable Notes
Debt Instrument [Line Items]
Loan Balance	130,000	130,000
Less: current portion of term loan (scheduled payments)	0	0
Less: net deferred financing costs	(1,780)	(2,168)
Total Long Term debt	128,220	127,832
Derivative liability - convertible notes redemption make-whole provision	$ 0	$ 425	$ 552

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

The following table summarizes share-based compensation expense included in Selling, general and administrative expenses within the consolidated statements of operations:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Stock option expense	$	—	$	33	$	3	$	269
Restricted stock unit expense	4,784		3,875		13,326		10,880
Performance stock unit expense	817		698		1,843		1,796
Employee stock purchase plan	33		31		97		107

Total stock-based compensation expense	$	5,634	$	4,637	$	15,269	$	13,052

The following table sets forth the options activity under the Holdings' equity plan, which was assumed by the Company, for the nine month period ended September 30, 2024:

Stock Option Activity


	Number of Shares	Weighted Average Exercise Price Per Shares		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2024	3,278,463	$	1.88	2.9	$	11,780
Granted	—	—
Exercised	(2,493,194)	$	1.03	1.7	$	19,241

Outstanding at September 30, 2024	785,269	$	4.62	4.5	$	7,379
Vested and expected to vest at September 30, 2024	785,269	$	4.62	4.5	$	7,379
Exercisable at September 30, 2024	785,269	$	4.62	4.5	$	7,379

Restricted Stock Unit Activity


			Number of Shares
Outstanding at January 1, 2024			5,651,895
Granted			2,124,016
Dividend Equivalent Units on Deferred RSU's			6,085
Vested			(2,204,090)
Forfeited			(51,850)
Nonvested at September 30, 2024			5,526,056

Performance and Market based Stock Unit Activity


			Number of Shares
Outstanding at January 1, 2024			1,107,536
Granted			872,685
Vested			—

Nonvested at September 30, 2024			1,980,221

Earnouts


			Number of Shares
Outstanding at January 1, 2024			657,160
Granted			—
Vested			—

Nonvested at September 30, 2024			657,160

Incentive Units

Upon consummation of the Business Combination on December 27, 2021, all of the incentive units, whether vested or unvested, outstanding immediately prior to the merger that were not settled as part of the transaction, were assumed by the Company and converted into Class B common stock. No such shares of converted Class B common stock were outstanding as of September 30, 2024.

Unrecognized compensation cost for restricted stock awards and performance and market based stock units as of September 30, 2024 totaled $32,465, and is expected to be recognized over a weighted average period of approximately 1.8 years. No unrecognized compensation expense remained for the incentive units as of September 30, 2024.

FAIR VALUE MEASUREMENTS - Fair Value Assumptions - Earnout Consideration (Details)	Sep. 30, 2024 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Common Stock market value (in usd per share)	$ 14.02
Risk-free interest rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	0.0390
Risk-free interest rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	0.0473
Expected volatility \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	0.350
Expected volatility \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	0.375
Expected dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	0
Expected term (years) \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input, expected term	2 months 12 days
Expected term (years) \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input, expected term	1 year 2 months 12 days

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Assets Measured at Fair Value on a Recurring Basis

The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates:


	Level 1		Level 2		Level 3		Total
September 30, 2024
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	2,775	$	—	$	2,775
Liabilities Carried at Fair Value:
Public warrants	$	84,505	$	—	$	—	$	84,505

Earnout consideration	—		—		34,913		34,913
Derivative liability - redemption with make-whole provision	—		—		—		—
December 31, 2023
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	5,258	$	—	$	5,258
Liabilities Carried at Fair Value:
Public warrants	$	8,294	$	—	$	—	$	8,294

Earnout consideration	—		—		853		853
Derivative liability - redemption with make-whole provision	—		—		425		425

Schedule of Financial Liabilities Measured at Fair Value on a Recurring Basis

The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates:


	Level 1		Level 2		Level 3		Total
September 30, 2024
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	2,775	$	—	$	2,775
Liabilities Carried at Fair Value:
Public warrants	$	84,505	$	—	$	—	$	84,505

Earnout consideration	—		—		34,913		34,913
Derivative liability - redemption with make-whole provision	—		—		—		—
December 31, 2023
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	5,258	$	—	$	5,258
Liabilities Carried at Fair Value:
Public warrants	$	8,294	$	—	$	—	$	8,294

Earnout consideration	—		—		853		853
Derivative liability - redemption with make-whole provision	—		—		425		425

Schedule of Reconciliation of Warrant Liabilities Measured at Fair Value

The following table provides a reconciliation of the ending balances for the warrant liabilities remeasured at fair value:


	Warrant Liabilities


Estimated fair value at December 31, 2023	$	8,294
Change in estimated fair value	76,211
Estimated fair value at September 30, 2024	$	84,505

Schedule of Earnout Consideration

The following table provides a reconciliation of the ending balances for the earnout consideration liabilities remeasured at fair value:


	Earnout Consideration Liability

Estimated fair value at December 31, 2023	$	853
Change in estimated fair value	34,060
Estimated fair value at September 30, 2024	$	34,913

Schedule of Assumptions Used to Determine Fair Value

The following assumptions were used to determine the fair value of the Earnout considerations as of September 30, 2024:


	September 30, 2024
Common stock market value	$	14.02
Risk-free interest rate	3.90% - 4.73%
Expected volatility	35.0% - 37.5%
Expected dividends	0		%
Expected term (years)	0.2-1.2 years

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:


	Useful Life	September 30, 2024		December 31, 2023
Machinery and equipment	5 - 10 years	$	36,739	$	30,311
Furniture and fixtures	3 - 5 years	33		33
Computer equipment	3 - 5 years	2		2
Leasehold improvements	Shorter of lease term or estimated useful life	11,533		10,609

Software	1 - 3 years	1,718		1,718
Construction in progress		1,619		4,189
Total		51,644		46,862
Less: Accumulated depreciation and amortization		(28,582)		(21,650)
Property and equipment, net		$	23,062	$	25,212

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to conform to the current year presentation. All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise noted. The Company's significant accounting policies are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. Interim Financial Statements The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("U.S. GAAP") and Article 10 of Regulation S-X of the SEC for interim financial information and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, the financial statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the financial statements for the periods presented. The results disclosed in the Consolidated Statements of Operations for the three and nine month periods ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes (as defined below), which are marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, changes in the fair value of warrant liabilities, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of September 30, 2024 or December 31, 2023. The Company invoices its customers at the time at which control is transferred, with payment terms ranging between 15 and 60 days depending on each individual contract. As the payment is due within 60 days of the invoice, a significant financing component is not included within the contracts. The majority of the Company’s contracts with its customers have the same performance obligation of manufacturing and transferring the specified number of cards to the customer. Each individual card included within an order constitutes a separate performance obligation, which is satisfied upon the transfer of goods to the customer. The contract term as defined by ASC 606 is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company's contracts are generally short-term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of variable consideration such as discounts, rebates, and returns. The Company’s products do not include an unmitigated right of return unless the product is non-conforming or defective. If the goods are non-conforming or defective, the defective goods are replaced or reworked or, in certain instances, a credit is issued for the portion of the order that was non-conforming or defective. A provision for sales returns and allowances is recorded based on experience with goods being returned. Most returned goods are re-worked and subsequently re-shipped to the customer and recognized as revenue. Historically, returns have not been material to the Company. Additionally, the Company has a rebate program with certain customers allowing for a rebate based on achieving a certain level of shipped sales during the calendar year. This rebate is estimated and updated throughout the year and recorded against revenues and the related accounts receivable. Segment Information The Company is managed and operated as one business, as the entire business is managed by a single management team that reports to the Chief Executive Officer and President. The Company's chief operating decision-maker ("CODM") is its Chief Executive Officer and President, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. The Company does not operate separate lines of business with respect to any of its products and does not review discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. Software Development Costs The Company applies the principals of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use ("ASC 350-40"). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the functions intended. The Company capitalized $331 for the three months ended September 30, 2024 of software development costs. For the nine months ended September 30, 2024, the Company capitalized $729 of software development costs. No software development costs were capitalized during the three and nine months ended September 30, 2023. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income attributable to controlling interest by the weighted-average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A common stock but is exclusive of Class B common stock as these shares have no economic or participating rights. Diluted net income per share is computed by dividing the net income allocated to potential dilutive instruments attributable to controlling interest by the basic weighted-average number of common shares outstanding during the period, adjusted for the potentially dilutive shares of common stock equivalents resulting from the assumed exercise of the warrants, payment of the earnouts, exercise of the equity awards, exchange of the Class B units and Exchangeable Notes ("securities") only if the effect is not anti-dilutive. Recent Accounting Pronouncements – Adopted in current fiscal year On December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which applies to all entities subject to income taxes. For public business entities ("PBEs"), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities ("non-PBEs"), the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The amendments in this update require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The new guidance focuses on two specific disclosure areas: rate reconciliation and income taxes paid. The rate reconciliation disclosure requirements differ for PBEs as compared to non-PBEs. The income taxes paid disclosures are the same for all entities. The Company will adopt this ASU on January 1, 2025 and is still assessing the impact that the adoption of this ASU will have on the Company's consolidated financial statements. On November 27, 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which applies to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting, The guidance will be applied retrospectively and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analysis. The Company is in the process of evaluating the impact of this ASU on its year end financial reporting as required by the standard.

STOCK-BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 5,634	$ 4,637	$ 15,269	$ 13,052
Stock option expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	0	33	3	269
Restricted stock unit expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	4,784	3,875	13,326	10,880
Performance stock unit expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	817	698	1,843	1,796
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 33	$ 31	$ 97	$ 107

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

COMMITMENTS AND CONTINGENCIES - Tax Receivable Agreement (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024 (excluding the nine months ended September 30, 2024))	$ 122
2025	4,961
2026	13,063
2027	13,200
2028	13,408
Later years	189,485
Total payments	$ 234,239

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Accounting Policies [Abstract]
Contract assets	$ 0		$ 0		$ 0
Contract liabilities	0		$ 0		$ 0
Revenue, payment terms, minimum			15 days
Revenue, payment terms, maximum			60 days
Revenue, payment due			60 days
Number of operating segments \| segment			1
Number of reportable segments \| segment			1
Capitalized software expenditures	$ 331	$ 0	$ 729	$ 0

DEBT - Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Remainder of 2024	$ 0
2025	199,980
2026	130,000
Total	$ 329,980	$ 340,313

DEBT (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Balances Payable Under All Borrowing Facilities

The balances payable under all borrowing facilities are as follows:


	September 30, 2024						December 31, 2023
	Term Loan		Exchangeable Notes		Total debt		Term Loan		Exchangeable Notes		Total debt
Loan Balance	$	199,980	$	130,000	$	329,980	$	210,313	$	130,000	$340,313
Less: current portion of term loan (scheduled payments)	(10,000)		—		(10,000)		(10,313)		—		(10,313)
Less: net deferred financing costs	(1,831)		(1,780)		(3,611)		(1,669)		(2,168)		(3,837)
Total Long Term debt	$	188,149	$	128,220	$	316,369	$	198,331	$	127,832	$	326,163
Derivative liability - redemption with make-whole provision			$	—					$	425

Schedule of Maturity of Borrowings

The maturity of all the borrowings facilities is as follows:


Remainder of 2024	$	—
2025	199,980
2026	130,000
Total	$	329,980

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

DEBT

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

DEBT

Exchangeable Senior Notes

On December 27, 2021, the Company merged with Roman DBDR Tech Acquisition Corp ("Roman DBDR") pursuant to a merger agreement dated April 19, 2021 (the "Merger Agreement"), by and among Roman DBDR, Roman Parent Merger Sub, LLC, a wholly-owned subsidiary of Roman DBDR incorporated in the State of Delaware ("Merger Sub"), and Holdings. Pursuant to the terms of the Merger Agreement, a business combination between the Company and Holdings was effected through the merger of Merger Sub with and into Holdings, with Holdings as the surviving company and as a wholly-owned subsidiary of Roman DBDR, now named CompoSecure, Inc. (the "Business Combination"). On April 19, 2021, concurrent with the execution of the Merger Agreement, the Company and its subsidiary, Holdings, entered into subscription agreements (the “Note Subscription Agreements”) with certain investors ("Notes Investors") pursuant to which such Notes Investors, severally and not jointly, purchased on December 27, 2021, the closing date of the Business Combination (the "Closing Date"), senior notes (the “Exchangeable Notes”) issued by Holdings and guaranteed by its operating subsidiaries, CompoSecure, L.L.C. and Arculus Holdings, L.L.C., in an aggregate principal amount of up to $130,000 that were exchangeable into shares of Class A common stock at a conversion price of $11.50 per share, subject to the terms and conditions of an indenture (the "Indenture") entered into by the Company and its subsidiary, Holdings, and the trustee under the Indenture.

The Exchangeable Notes bear interest at a rate of 7% per year, payable semiannually in arrears on each June 15 and December 15, commencing on June 15, 2022, to holders of record at the close of business on the preceding June 1 and December 1 (whether or not such day is a Business Day), respectively. The Exchangeable Notes mature on December 27, 2026. The Company will settle any exchange of the Exchangeable Notes in shares of Class A common stock, with cash payable in lieu of any fractional shares. In connection with the issuance of the Exchangeable Notes, the Company entered into a Registration Rights Agreement, pursuant to which the Notes Investors received certain registration rights with respect to the Class A common stock.

After the three-year anniversary of the Closing Date, which will occur on December 27, 2024, the Exchangeable Notes will be redeemable at any time and from time to time by the Company, in whole or in part, (i) if the Last Reported Sale Price of the Class A common stock exceeds 130% of the exchange price as defined in Indenture then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading

day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (ii) so long as a registration statement registering the resale of all Exchange Shares is effective and available for use by holders of Exchangeable Notes during the entirety of the period from and including the date notice of redemption is given to and including the date of redemption. The notice period for any redemption will be no less than 30 scheduled trading days. The redemption price in any such redemption shall be equal to (a) 100% of the principal amount of the Exchangeable Notes to be redeemed, plus (b) accrued and unpaid interest to, but excluding, the redemption date. The redemption price is payable in cash.

Per the terms of the Indenture, holders of Exchangeable Notes in connection with any such redemption will receive a make-whole payment equal to the aggregate dollar value of all interest payable from the date the Company delivers notice of such redemption through the maturity of the Exchangeable Notes. The redemption Make-Whole Amount is payable, at the Company’s option, in cash or through an increase in the exchange rate then applicable to the Exchangeable Notes by an amount equal to (i) the redemption Make-Whole Amount divided by (ii) the five day Volume Weighed Average Price ("VWAP") with regard to the Class A common stock during the five trading period beginning on the trading day immediately following the notice of redemption.

Holders of Exchangeable Notes may exchange their notes in whole or in part, at any time or from time to time, for shares of the Company’s Class A common stock, par value $0.0001 per share up, to a maximum exchange rate of 99.9999 shares per $1,000 principal amount after adjustments as defined in the Indenture.

The Exchangeable Notes contain customary anti-dilution adjustments, taking into account the agreed terms in the Indenture. To avoid doubt, among other customary adjustments, this includes anti-dilution protections for dividends and distributions of the Company's capital stock, assets and indebtedness. Per the terms of the Indenture, the following are the anti-dilution adjustments of the exchange rate:

a.If the Company exclusively issues shares of common stock as a dividend or distribution on shares of the common stock, or if the Company effects a share split or share combination;

b.If the Company issues to all or substantially all holders of the common stock any rights, options or warrants (other than pursuant to a stockholders' rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the common stock at a price per share that is less than the average of the last reported sale prices of the common stock for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such issuance;

c.If the Company distributes shares of its capital stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its capital stock or other securities of the Company, to all or substantially all holders of the common stock;

d.If any cash dividend or distribution is made to all or substantially all holders of the common stock;

e.If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the common stock, to the extent that the cash and value of any other consideration included in the payment per share of the common stock exceeds the average of the last reported sale prices of the common stock over the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer.

The exchange rate will in no event be adjusted down pursuant to the provisions described above, except to the extent a tender or exchange offer is announced but not consummated.

If the Company undergoes a “fundamental change” (as defined in the Indenture), subject to certain conditions, the exchange rate will be adjusted per the adjustment table included in the Indenture. If a fundamental change occurs at any

time prior to the maturity date, each holder shall have the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s Exchangeable Notes at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest thereon. There is no make-whole payment associated with a fundamental change redemption.

Holders of Exchangeable Notes will be entitled to the resale registration rights under the resale Registration Rights Agreement. If a Registration default occurs, additional interest will accrue, equal to 0.25% in the first 90 days and 0.50% after the 91st day after the Registration Default (which includes that the Registration Statement has not been filed, or deemed effective or ceases to be effective).

The Indenture contains customary terms and covenants and events of default. Upon an event of default as defined in the Indenture, the trustee or the holders of at least 25% in aggregate principal amount of the Exchangeable Notes may declare 100% of the principal of, and accrued and unpaid interest on, all the Exchangeable Notes to be due and payable immediately, and upon any such declaration, the same shall become and shall automatically be immediately due and payable. Upon an event of default in the payment of interest, the Company may elect the sole remedy to be the payment of additional interest of 0.25% for the first 90 days after the occurrence of such an event of default and 0.50% for days 91-180 after the occurrence of such an event of default.

On June 11, 2024, the Company paid a special cash dividend to Class A shareholders of CompoSecure, Inc., and made a corresponding distribution to Class B unitholders of Holdings. As a result of the special cash dividend and distribution, the conversion price was adjusted to $10.98 per share, which resulted in an adjustment to the exchange rate to 91.0972 shares of the Company’s Class A Common Stock per $1,000 principal amount of Notes exchanged. On September 17, 2024, the Resolute Transaction closed, where a majority interest of the Company was acquired through privately negotiated sales. See Note 6 for additional information on the special cash dividend and sale of the majority interest.

The sale of the majority interest and subsequent filing of a Schedule 13D report with the SEC by Resolute on September 19, 2024 triggered the occurrence of a “Make-Whole Fundamental Change” (as defined in the Indenture), pursuant to which the Company, on September 20, 2024, issued a Notice of Make-Whole Fundamental Change to the holders of the Exchangeable Notes to notify the holders that the exchange rate for the Exchangeable Notes has been temporarily increased from 91.0972 shares of Class A Common Stock per $1,000 principal amount of Notes to 104.5199 shares of Class A Common Stock per $1,000 principal amount of notes. This temporary increase in the exchange rate resulted in an adjustment of the conversion price to $9.57 per share from September 19, 2024 to November 29, 2024. Following that date, the conversion price will revert back to $10.98 per share and the exchange rate will revert back to 91.0972 shares of the Company’s Class A Common Stock per $1,000 principal amount of Notes. A notice was sent to all holders of Exchangeable Notes on October 9, 2024 providing details of these choices.

The Company assessed all of the terms and features of the Exchangeable Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Exchangeable Notes, including the conversion, put and call features. In consideration of these provisions, the Company determined that the optional redemption with a make-whole provision feature required bifurcation as it is a derivative. The fair value of this derivative was determined based on the difference between the fair value of the Exchangeable Notes with the redemption with a make-whole provision feature and the fair value of the Exchangeable Notes without the redemption with a make-whole provision feature. The Company employed a Lattice model to determine the fair value of the derivative. Upon issuance of the Exchangeable Notes, the fair value of the derivative was $552 and was recognized as a derivative liability with an offsetting amount recorded as a debt discount reducing the carrying value of the Exchangeable Notes on the Closing Date, or December 27, 2021. The optional redemption with a make-whole provision feature is measured at fair value on a quarterly basis and the change in the fair value for the period is recorded on the consolidated statements of operations. The Company performed a valuation of the derivative liability and determined that the fair value of the derivative liability was $0 at September 30, 2024 and $425 at December 31, 2023. The Company recorded a favorable change in fair value of $544 and $149 for the three months ended September 30, 2024 and September 30, 2023, respectively. The Company recorded a favorable change in fair value of $425 for the nine months ended September 30, 2024 and an unfavorable change in fair value of $364 for the nine months ended September 30, 2023.

The expected term of the Exchangeable Notes was equal to the period through December 27, 2026 as this represents the point at which the Exchangeable Notes will mature unless earlier exchanged in accordance with their terms prior to such date. For the quarters ended September 30, 2024 and September 30, 2023, the Company recognized $2,425 and $2,416 of interest expense, respectively, related to the Exchangeable Notes at the effective interest rate of 7.4%. For the nine months ended September 30, 2024 and September 30, 2023, the Company recognized $7,219 and $7,167 of interest expense, respectively, related to the Exchangeable Notes at the effective interest rate of 7.4%. The fair value of the Company’s Exchangeable Notes without the make-whole feature, was approximately $190,000 and $118,000, as of September 30, 2024 and December 31, 2023 respectively.

In connection with the issuance of the Exchangeable Notes, the Company incurred approximately $2,600 of debt issuance costs, which primarily consisted of underwriting fees, and allocated these costs to the liability component and recorded as a reduction in the carrying amount of the debt liability on the balance sheet. The portion allocated to the Exchangeable Notes is amortized to interest expense over the expected term of the Exchangeable Notes using the effective interest method.

Credit Facility

On July 26, 2016, the Company, through its subsidiary, Holdings, entered into a $120,000 credit facility (the “2016 Credit Facility”) with J.P. Morgan Chase (“JPMC”) as the lending agent that provided the Company with a revolving credit facility with a maximum borrowing capacity of $40,000 (the “2016 Revolver”) and a term loan of $80,000 (the “2016 Term Loan”) that was scheduled to mature in July 2021. The 2016 Credit Facility was subsequently amended in July 2019, November 2020 and December 2021 (the “2021 Credit Facility”) to increase the borrowing capacity of the 2016 Revolver and the 2016 Term Loan and to extend the maturity date of the 2016 Credit Facility. The 2021 Credit Facility increased the overall borrowing capacity of the credit facility to $310,000 comprised of a revolving credit facility with a maximum borrowing capacity of $60,000 (the “2021 Revolver”) and a term loan of $250,000 (the “2021 Term Loan”). The 2021 Credit Facility was set to mature on December 16, 2025. The 2021 Credit Facility was also amended in February 2023, May 2023 and March 2024 to (i) transition the 2021 Credit Facility from bearing interest based on LIBOR to SOFR, (ii) to remove certain lenders who no longer wanted to participate in the 2021 Credit Facility, and (iii) to allow the Company to repurchase outstanding shares of common stock, common stock warrants and Exchangeable Notes in an aggregate amount not to exceed $40,000 The 2021 Credit Facility was accounted for as a modification and approximately $1,800 of additional costs incurred in connection with the modification were capitalized as debt issuance costs.

On August 7, 2024, the Company entered into a Fourth Amended and Restated Credit Agreement with JPMC (the “2024 Credit Facility” and collectively with the 2021 Credit Facility, the “Credit Facilities”) and the lenders party thereto to refinance the 2021 Credit Facility. The 2024 Credit Facility amended and restated the 2021 Credit Facility in its entirety. In conjunction with the 2024 Credit Facility, the maximum borrowing capacity of the overall credit facility was increased to $330,000 comprised of a term loan of $200,000 (the “2024 Term Loan”) and a revolving credit facility of $130,000 (the “2024 Revolver”). Two lenders who participated in the 2021 Credit Facility did not participate in the 2024 Credit Facility and transferred their debt to other lenders. The 2024 Credit Facility is set to mature on August 7, 2029. The 2024 Credit Facility was accounted for as an extinguishment for the two lenders who transferred their debt and as a modification for all other remaining lenders. As a result, the Company wrote-off approximately $148 in unamortized debt issuance costs related to the lenders who did not participate in the 2024 Credit Facility which is included in Loss on Extinguishment of Debt in Other Expense in the accompanying consolidated statements of operations.

In conjunction with the 2024 Credit Facility, the Company incurred approximately $686 in lender fees and $147 in other third-party fees related to the 2024 Revolver and approximately $1,056 in lender fees and $225 in other third-party fees related to the 2024 Term Loan. The $1,056 of lender fees related to the 2024 Term Loan have been capitalized and these fees, along with $832 of unamortized debt issuance costs related to the 2021 Credit Facility, will be amortized into interest expense through the maturity date of the 2024 Term Loan using the effective interest method. Similarly, $686 of lender fees and $147 of other third-party fees related to the 2024 Revolver have been capitalized as an other long-term asset and will be amortized into interest expense through the maturity date of the 2024 Revolver using the straight-line method. The $225 other third-party fees related to the 2024 Term Loan were expensed as incurred.

The Company’s Credit Facilities, including the 2024 Credit Facility, require the Company to make quarterly principal payments until maturity, at which point a balloon principal payment is due for the outstanding principal. The Credit Facilities also require the Company to make monthly interest payments as well as pay a quarterly unused commitment fee of 0.35% for any unused portion of the revolving credit facilities. Both the 2021 Credit Facility and the 2024 Credit Facility provide for the Company to prepay the term loans without penalty or premium. The Credit Facilities are secured by substantially all of the assets of the Company.

Interest on the revolving credit facilities and the term loans are based on the outstanding principal amount during the interest period multiplied by the quoted SOFR rate plus the which can range from 1.75% to 2.75% based on the Company's leverage ratio. As of September 30, 2024 the effective interest rate on the 2024 Revolver and 2024 Term Loan was 7.30% per year. As of September 30, 2023 the effective interest rate on the 2021 Revolver and 2021 Term Loan was 7.99% per year.

The Company recognized $4,257 and $4,997 of interest expense related to the Revolver and the Term Loan for the quarter ended September 30, 2024 and September 30, 2023, respectively. The Company recognized $13,077 and $14,870 of interest expense related to the Revolver and the Term Loan for the nine months ended September 30, 2024 and September 30, 2023, respectively.

The Credit Facilities contain certain financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio. As of September 30, 2024 and December 31, 2023, the Company was in compliance with all financial covenants. The fair value of the Company's credit facilities approximate the carrying value for all periods presented.

As of September 30, 2024 and December 31, 2023, there were no balances outstanding on the Revolver. As of September 30, 2024, there was $130,000 available for borrowing under the 2024 Revolver.

The balances payable under all borrowing facilities are as follows:


	September 30, 2024						December 31, 2023
	Term Loan		Exchangeable Notes		Total debt		Term Loan		Exchangeable Notes		Total debt
Loan Balance	$	199,980	$	130,000	$	329,980	$	210,313	$	130,000	$340,313
Less: current portion of term loan (scheduled payments)	(10,000)		—		(10,000)		(10,313)		—		(10,313)
Less: net deferred financing costs	(1,831)		(1,780)		(3,611)		(1,669)		(2,168)		(3,837)
Total Long Term debt	$	188,149	$	128,220	$	316,369	$	198,331	$	127,832	$	326,163
Derivative liability - redemption with make-whole provision			$	—					$	425

The maturity of all the borrowings facilities is as follows:


Remainder of 2024	$	—
2025	199,980
2026	130,000
Total	$	329,980

In order to hedge the Company’s exposure to variable interest rate fluctuations related to the $310,000 of borrowings under its 2021 Credit Facility, the Company entered into two interest rate swap agreements with Bank of America on January 11, 2022, the first of which had an effective date of January 5, 2022 (the “January 2022 Swap”), and the second of which had an effective date of December 5, 2023 (the “December 2023 Swap” and, collectively with the January 2022 Swap, the “Interest Rate Swap Agreements”). The January 2022 Swap expired on December 5, 2023 while the December 2023 Swap is set to expire on December 2025. Both the January 2022 Swap and the December 2023 Swap are settled at the end of the month between the parties. The December 2023 Swap has a notional amount of $125,000 and was designated as a cash flow hedge for accounting purposes.

The Company determined the fair value of the Interest Rate Swap Agreements to be zero at the inception of the agreements and $2,775 and $5,258 at September 30, 2024 and December 31, 2023 respectively. The Company reflects the realized gains and losses of the actual monthly settlement activity of the Interest Rate Swap Agreements through interest income or expense in its consolidated statements of operations. The Company reflects the unrealized changes in fair value of the Interest Rate Swap Agreements at each reporting period in other comprehensive income. A derivative asset or liability is recognized at each reporting period in the Company’s consolidated balance sheets for the Interest Rate Swap Agreements. Interest related to the Interest Rate Swap Agreements converted from LIBOR to SOFR at the same time as the amendment of 2021 Credit Facility in February 2023.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Tables)

9 Months Ended

Sep. 30, 2024

Risks and Uncertainties [Abstract]

Schedule of Geographical Revenue Information

Geographical sales information based on the location of the customer was as follows:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net sales by region:
Domestic	$	80,033	$	84,277	258,007		235,933
International	27,102		12,609		61,705		54,796
Total	$	107,135	$	96,886	$	319,712	$	290,729

RETIREMENT PLANS - Defined Contribution Plan (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Defined Contribution Plan Disclosure [Line Items]
Required period of service to participate in plan			90 days
Retirement plan expense	$ 431	$ 405	$ 1,483	$ 1,326
Matching scenario one
Defined Contribution Plan Disclosure [Line Items]
Employer match percentage			100.00%
Employee contributions percentage			1.00%
Matching scenario two
Defined Contribution Plan Disclosure [Line Items]
Employer match percentage			50.00%
Employee contributions percentage			5.00%

(LOSS) EARNINGS PER SHARE - Antidilutive Shares (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	22,415,200	22,415,400	22,415,200	22,415,400
Class B units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	0	59,958,422	0	59,958,422
Earnout consideration shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	7,500,000	7,500,000	7,500,000	7,500,000
Equity awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	5,978	174,091	80,978	2,654,012

SUBSEQUENT EVENT	9 Months Ended
SUBSEQUENT EVENT	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENT	SUBSEQUENT EVENT Effective September 19, 2024, Resolute’s acquisition of a majority of the Company’s common stock caused a Fundamental Change, as defined in the Indenture pursuant to which $130 million of 7% Exchangeable Senior Notes, due 2026 (“Notes”) were issued by a subsidiary of the Company. This Fundamental Change provides holders of the Notes a choice to: (1) exchange the Notes for shares of Class A Common Stock at a temporarily increased exchange rate of 104.5199 shares per $1,000 principal amount of Notes until November 27, 2024 (with the exchange rate then reverting to the existing 91.0972 shares per $1,000 principal amount of Notes); (2) have the Company repurchase for cash of all of such holder’s Notes on November 29, 2024 at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest; or (3) continue to hold the Notes. Through November 6, 2024, an aggregate of $51.4 million of the Notes have been surrendered and exchanged for an aggregate of 5.4 million newly-issued shares of Class A Common Stock.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	250,000,000	250,000,000
Common stock, issued (in shares)	82,677,354	19,415,123
Common stock, outstanding (in shares)	82,677,354	19,415,123
Class B Common Stock
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	75,000,000	75,000,000
Common stock, issued (in shares)	0	59,958,422
Common stock, outstanding (in shares)	0	59,958,422

FAIR VALUE MEASUREMENTS - Narrative (Details)	Sep. 30, 2024 day $ / shares shares
Derivative [Line Items]
Earnout shares (in shares) \| shares	7,500,000
Earnout consideration, event one
Derivative [Line Items]
Earnout shares (in shares) \| shares	3,750,000
Earnout, stock price threshold (in dollars per share) \| $ / shares	$ 15.00
Earnout, threshold trading days	20
Earnout, threshold consecutive trading days	30
Earnout consideration, event two
Derivative [Line Items]
Earnout shares (in shares) \| shares	3,750,000
Earnout, stock price threshold (in dollars per share) \| $ / shares	$ 20.00
Earnout, threshold trading days	20
Earnout, threshold consecutive trading days	30

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net sales	$ 107,135	$ 96,886	$ 319,712	$ 290,729
Cost of sales	51,727	47,990	153,019	134,542
Gross profit	55,408	48,896	166,693	156,187
Operating expenses:
Selling, general and administrative expenses	26,316	20,095	74,673	67,627
Income from operations	29,092	28,801	92,020	88,560
Other (expense) income:
Revaluation of earnout consideration liability	(34,530)	6,319	(34,060)	10,540
Revaluation of warrant liability	(74,418)	9,739	(76,211)	1,771
Change in fair value of derivative liability - convertible notes redemption make-whole provision	544	149	425	(364)
Interest expense, net	(5,136)	(5,696)	(15,871)	(17,067)
Loss on extinguishment of debt	(148)	0	(148)	0
Amortization of deferred financing costs	(249)	(314)	(908)	(1,288)
Total other (expense) income, net	(113,937)	10,197	(126,773)	(6,408)
(Loss) income before income taxes	(84,845)	38,998	(34,753)	82,152
Income tax (expense)	(629)	(949)	(51)	(656)
Net (loss) income	(85,474)	38,049	(34,804)	81,496
Net (loss) income attributable to redeemable non-controlling interests	(43,414)	30,574	(18,414)	65,653
Net (loss) income attributable to CompoSecure, Inc.	$ (42,060)	$ 7,475	$ (16,390)	$ 15,843
Net (loss) income per share attributable to Class A common stockholders - basic (in usd per share)	$ (1.10)	$ 0.39	$ (0.58)	$ 0.86
Net (loss) income per share attributable to Class A common stockholders - diluted (in usd per share)	$ (1.10)	$ 0.34	$ (0.58)	$ 0.75
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - basic (in shares)	38,212,440	19,074,679	28,109,632	18,420,069
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - diluted (in shares)	38,212,440	35,764,654	28,109,632	35,362,059

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 32,465,000
Unrecognized compensation expense, period of recognition	1 year 9 months 18 days
Incentive Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 0
Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, outstanding (in shares)	0	59,958,422

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

(LOSS) EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of net (loss) income used to compute basic and diluted net earnings per share of Class A common stock for the three and nine months ended September 30, 2024 and September 30, 2023, respectively. Shares of Class B common stock did not participate in the Company's income or loss and are, therefore, not participating securities.


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Basic and diluted:
Net (loss) income	$	(85,474)	$	38,049	$	(34,804)	$	81,496
Less: Net loss (income) attributable to non-controlling interest	43,414		(30,574)		18,414		(65,653)
Net (loss) income attributable to Class A Common Stockholders - basic	$	(42,060)	$	7,475	$	(16,390)	$	15,843
Plus: adjustment to net income due to net effect of equity awards, exchangeable notes	—		4,810		—		10,705
Net (loss) income attributable to Class A Common Stockholders after adjustment	$	(42,060)	$	12,285	$	(16,390)	$	26,548
Weighted average common shares outstanding used in computing net (loss) income per share - basic	38,212,440		19,074,679		28,109,632		18,420,069
Plus: net effect of dilutive equity awards, exchangeable notes and Class B units - diluted	—		16,689,975		—		16,941,990
Weighted average common shares outstanding used in computing net (loss) income per share - diluted	38,212,440		35,764,654		28,109,632		35,362,059
Net (loss) income per share—basic	$	(1.10)	$	0.39	$	(0.58)	$	0.86
Net (loss) income per share—diluted	$	(1.10)	$	0.34	$	(0.58)	$	0.75

Schedule of Antidilutive Shares Excluded from Calculation

The following amounts were not included in the calculation of net earnings per diluted share because their effects were anti-dilutive:


	Three months ended September 30,		Nine months ended September 30,
	2024	2023	2024	2023
Potentially dilutive securities:
Warrants	22,415,200	22,415,400	22,415,200	22,415,400
Class B units	—	59,958,422	—	59,958,422

Earnout consideration shares	7,500,000	7,500,000	7,500,000	7,500,000
Equity awards	5,978	174,091	80,978	2,654,012

SUBSEQUENT EVENT (Details) $ in Thousands, shares in Millions					2 Months Ended
	Nov. 29, 2024	Sep. 19, 2024 USD ($)	Jun. 11, 2024	Apr. 19, 2021 USD ($)	Nov. 06, 2024 USD ($) shares
Exchangeable Notes
Subsequent Event [Line Items]
Face amount		$ 130,000		$ 130,000
Interest rate		7.00%		7.00%
Maximum conversion rate		0.1045199	0.0910972	0.0999999
Redemption price percentage				100.00%
Exchangeable Notes \| Forecast
Subsequent Event [Line Items]
Maximum conversion rate	0.0910972
Redemption price percentage	100.00%
Subsequent Event
Subsequent Event [Line Items]
Debt Conversion, Original Debt, Amount					$ 51,400
Debt Conversion, Converted Instrument, Shares Issued \| shares					5.4

PROPERTY AND EQUIPMENT - Components (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 51,644	$ 46,862
Less: Accumulated depreciation and amortization	(28,582)	(21,650)
Property and equipment, net	23,062	25,212
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 36,739	30,311
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	10 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 33	33
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2	2
Computer equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Computer equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 11,533	10,609
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,718	1,718
Software \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	1 year
Software \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,619	$ 4,189

FAIR VALUE MEASUREMENTS - Reconciliation of Warrant Liability (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Class of Warrant or Right [Roll Forward]
Estimated fair value at December 31, 2023			$ 8,294
Change in estimated fair value	$ 74,418	$ (9,739)	76,211	$ (1,771)
Estimated fair value at September 30, 2024	$ 84,505		$ 84,505

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 06, 2024
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-39687
Entity Registrant Name	CompoSecure, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2749902
Entity Address, Address Line One	309 Pierce St.
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
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		88,131,008
Entity Central Index Key	0001823144
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Class A Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	CMPO
Security Exchange Name	NASDAQ
Warrants
Entity Listings [Line Items]
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

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Operating Leases

Future minimum commitments under all non-cancelable operating leases are as follows:


2024	$	615
2025	2,502
2026	2,240
2027	912
2028	846
Later years	359
Total undiscounted lease payments	7,474
Less: Imputed interest	(914)
Present value of lease liabilities	$	6,560

Tax Receivable Agreement

The Company is obligated to make certain payments under a tax receivable agreement to certain historical unitholders of Holdings. The agreement was amended in connection with the closing of the Resolute Transaction as of September 17, 2024 to exclude the Resolute Transaction from being a change of control event that would have resulted in the acceleration of the payments due under the tax receivable agreement and to adjust the discount rate used in the event of a payment due as the result of an early termination . Although the actual timing and amount of any payments that may be made under the agreement will vary, the Company expects the cash obligation required will be significant. Any payments made under the tax receivable agreement will generally reduce the amount of overall cash flows that might have otherwise been available to the Company. To the extent that the Company is unable to make payments under the tax receivable agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by the

Company. The tax receivable agreement liability includes amounts to be paid assuming the Company will have sufficient taxable income over the term of the tax receivable agreement to utilize the related tax benefits. In determining the estimated timing of payments, the current year’s taxable income was used to extrapolate an estimate of future taxable income.

As of September 30, 2024, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement:


2024 (excluding the nine months ended September 30, 2024))	$	122
2025	4,961
2026	13,063
2027	13,200
2028	13,408
Later years	189,485
Total payments	$	234,239

In addition to the above, the Company's tax receivable agreement liability and future payments thereunder increased as we realized an increase in tax basis of Holdings’ assets resulting from the exchange of Holdings' equity by unitholders in connection with the Resolute Transaction.

Litigation

The Company may be, from time to time, party to various disputes and claims arising from normal business activities. The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. Litigation costs are expensed as incurred.

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

In accordance with ASC 820-10, the Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made by the Company.

The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates:


	Level 1		Level 2		Level 3		Total
September 30, 2024
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	2,775	$	—	$	2,775
Liabilities Carried at Fair Value:
Public warrants	$	84,505	$	—	$	—	$	84,505

Earnout consideration	—		—		34,913		34,913
Derivative liability - redemption with make-whole provision	—		—		—		—
December 31, 2023
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	5,258	$	—	$	5,258
Liabilities Carried at Fair Value:
Public warrants	$	8,294	$	—	$	—	$	8,294

Earnout consideration	—		—		853		853
Derivative liability - redemption with make-whole provision	—		—		425		425

Additional information is provided below about assets and liabilities remeasured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value.

Derivative asset - interest rate swap

The Company is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, the Company entered into an interest rate swap agreement on January 5, 2022. See Note 5.

Warrant liabilities

As a result of the Business Combination, the Company assumed a warrant liability related to previously issued warrants in connection with Roman DBDR's initial public offering. The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheet. The warrant liabilities were remeasured at September 30, 2024, with changes in fair value presented within revaluation of warrant liabilities in the consolidated statement of operations.

The following table provides a reconciliation of the ending balances for the warrant liabilities remeasured at fair value:


	Warrant Liabilities


Estimated fair value at December 31, 2023	$	8,294
Change in estimated fair value	76,211
Estimated fair value at September 30, 2024	$	84,505

The public warrants were valued using the quoted market price as the fair value at the end of each balance sheet date.

Earnout Consideration

Certain prior holders of Holdings equity interests have the right to receive an aggregate of up to 7,500,000 additional shares of the Company's common stock in earnout consideration based on the achievement of certain stock price thresholds. The earnout consideration mat be payable as (a) 3,750,000 additional shares of in the event the volume-

weighted average price of the Company's Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30 consecutive trading day period ending on or prior to December 27, 2024, and (b) 3,750,000 additional shares in the event the volume-weighted average price of the Company's Class A Common Stock equals or exceeds $20.00 per share for any 20 trading days within any 30 consecutive trading day period ending on or prior to December 27, 2025.

Earnout consideration (not including the holders under ASC 718) was determined to be a derivative instrument in accordance with ASC 815 and were accounted as derivative liabilities, initially valued at fair value in accordance with ASC 815-40-30-1. The liability for earnout consideration is remeasured at each reporting period at fair value, with changes in fair value recorded in earnings in accordance with ASC 815. The Company established the initial fair value for the earnout consideration at the Closing Date on December 27, 2021 using a Monte Carlo simulation model. The following table provides a reconciliation of the ending balances for the earnout consideration liabilities remeasured at fair value:


	Earnout Consideration Liability

Estimated fair value at December 31, 2023	$	853
Change in estimated fair value	34,060
Estimated fair value at September 30, 2024	$	34,913

The following assumptions were used to determine the fair value of the Earnout considerations as of September 30, 2024:


	September 30, 2024
Common stock market value	$	14.02
Risk-free interest rate	3.90% - 4.73%
Expected volatility	35.0% - 37.5%
Expected dividends	0		%
Expected term (years)	0.2-1.2 years

The fair value of Earnouts has been classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently readily observable in the market. If different assumptions were used for the various inputs to the valuation approach, the estimated fair value could be significantly higher or lower than the fair value determined.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income (loss)	$ (42,060)	$ 7,475	$ (16,390)	$ 15,843

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ 629	$ 949	$ 51	$ 656
Effective income tax rate	(0.74%)	1.48%	(0.15%)	0.80%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net (loss) income	$ (85,474)	$ 38,049	$ (34,804)	$ 81,496
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	2,331	2,078	6,932	6,249
Stock-based compensation expense			15,269	13,052
Amortization of deferred finance costs			958	1,262
Loss on extinguishment of debt	148	0	148	0
Change in fair value of earnout consideration liability	34,530	(6,319)	34,060	(10,540)
Revaluation of warrant liability	74,418	(9,739)	76,211	(1,771)
Change in fair value of derivative liability	(544)	(149)	(425)	364
Deferred tax (benefit)			(4,813)	(1,485)
Changes in assets and liabilities
Accounts receivable			(3,311)	(11,261)
Inventories			(2,550)	(9,614)
Prepaid expenses and other assets			(115)	(87)
Accounts payable			4,499	6,938
Accrued expenses			1,487	4,065
Other liabilities			590	(789)
Net cash provided by operating activities			94,136	77,879
Cash flows from investing activities:
Purchase of property and equipment			(4,782)	(6,669)
Capitalized software expenditures	(331)	0	(729)	0
Net cash used in investing activities			(5,511)	(6,669)
Cash flows from financing activities:
Proceeds from employee stock purchase plan, warrants and exercises of equity awards	2,674	635	2,895	1,024
Payments for taxes related to net share settlement of equity awards			(8,482)	(3,126)
Payment of tax receivable agreement liability			0	(2,193)
Payment of term loan			(10,333)	(18,122)
Deferred finance costs related to debt modification			(1,889)	(256)
Tax distributions to non-controlling members			(34,863)	(38,362)
Special distribution to non-controlling members			(15,573)	0
Dividend to Class A shareholders			(8,922)	0
Net cash used in financing activities			(77,167)	(61,035)
Net increase in cash and cash equivalents			11,458	10,175
Cash and cash equivalents, beginning of period			41,216	13,642
Cash and cash equivalents, end of period	$ 52,674	$ 23,817	52,674	23,817
Supplementary disclosure of cash flow information:
Cash paid for interest expense			16,987	18,296
Supplemental disclosure of non-cash financing activities:
Derivative asset - interest rate swap			$ (2,422)	$ (637)

FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Jan. 31, 2022
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$ 2,775,000	$ 5,258,000	$ 0
Liabilities Carried at Fair Value:
Public warrants	84,505,000	8,294,000
Earnout consideration	34,913,000	853,000
Derivative liability - redemption with make-whole provision	0	425,000
Public warrants
Liabilities Carried at Fair Value:
Public warrants	84,505,000	8,294,000
Level 1
Assets Carried at Fair Value:
Derivative asset - interest rate swap	0	0
Liabilities Carried at Fair Value:
Earnout consideration	0	0
Derivative liability - redemption with make-whole provision	0	0
Level 1 \| Public warrants
Liabilities Carried at Fair Value:
Public warrants	84,505,000	8,294,000
Level 2
Assets Carried at Fair Value:
Derivative asset - interest rate swap	2,775,000	5,258,000
Liabilities Carried at Fair Value:
Earnout consideration	0	0
Derivative liability - redemption with make-whole provision	0	0
Level 2 \| Public warrants
Liabilities Carried at Fair Value:
Public warrants	0	0
Level 3
Assets Carried at Fair Value:
Derivative asset - interest rate swap	0	0
Liabilities Carried at Fair Value:
Earnout consideration	34,913,000	853,000
Derivative liability - redemption with make-whole provision	0	425,000
Level 3 \| Public warrants
Liabilities Carried at Fair Value:
Public warrants	$ 0	$ 0

(LOSS) EARNINGS PER SHARE - Basic and Diluted Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic and diluted:
Net (loss) income	$ (85,474)	$ 38,049	$ (34,804)	$ 81,496
Less: Net loss (income) attributable to non-controlling interest	43,414	(30,574)	18,414	(65,653)
Net (loss) income attributable to Class A Common Stockholders - basic	(42,060)	7,475	(16,390)	15,843
Plus: adjustment to net income due to net effect of equity awards, exchangeable notes	0	4,810	0	10,705
Net (loss) income attributable to Class A Common Stockholders after adjustment	$ (42,060)	$ 12,285	$ (16,390)	$ 26,548
Weighted average common shares outstanding used in computing net income (loss) per share - basic (in shares)	38,212,440	19,074,679	28,109,632	18,420,069
Plus: net effect of dilutive equity awards, exchangeable notes and Class B units - diluted (in shares)	0	16,689,975	0	16,941,990
Weighted average shares used in computing net income (loss) per share - diluted (in shares)	38,212,440	35,764,654	28,109,632	35,362,059
Net (loss) income per share - basic (in usd per share)	$ (1.10)	$ 0.39	$ (0.58)	$ 0.86
Net (loss) income per share - diluted (in usd per share)	$ (1.10)	$ 0.34	$ (0.58)	$ 0.75

STOCK-BASED COMPENSATION - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Number of Shares
Outstanding (in shares)	3,278,463
Granted (in shares)	0
Exercised (in shares)	(2,493,194)
Outstanding (in shares)	785,269	3,278,463
Vested and expected to vest (in shares)	785,269
Exercisable (in shares)	785,269
Weighted Average Exercise Price Per Shares
Outstanding (in usd per share)	$ 1.88
Granted (in usd per share)	0
Exercised (in usd per share)	1.03
Outstanding (in usd per share)	4.62	$ 1.88
Vested and expected to vest (in usd per share)	4.62
Exercisable (in usd per share)	$ 4.62
Weighted Average Remaining Contractual Term
Outstanding, weighted average remaining contractual term	4 years 6 months	2 years 10 months 24 days
Exercised, weighted average remaining contractual term	1 year 8 months 12 days
Vested and expected to vest, weighted average remaining contractual term	4 years 6 months
Exercisable, weighted average remaining contractual term	4 years 6 months
Aggregate Intrinsic Value
Outstanding, aggregate intrinsic value	$ 7,379	$ 11,780
Exercised, aggregate intrinsic value	19,241
Vested and expected to vest, aggregate intrinsic value	7,379
Exercisable, aggregate intrinsic value	$ 7,379

INVENTORIES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 54,855	$ 50,867
Work in process	3,227	4,110
Finished goods	358	662
Inventory reserve	(3,350)	(3,099)
Inventories	$ 55,090	$ 52,540

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Commitments Under Operating Leases

Future minimum commitments under all non-cancelable operating leases are as follows:


2024	$	615
2025	2,502
2026	2,240
2027	912
2028	846
Later years	359
Total undiscounted lease payments	7,474
Less: Imputed interest	(914)
Present value of lease liabilities	$	6,560

Schedule of Tax Receivable Agreement Maturity

As of September 30, 2024, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement:


2024 (excluding the nine months ended September 30, 2024))	$	122
2025	4,961
2026	13,063
2027	13,200
2028	13,408
Later years	189,485
Total payments	$	234,239

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 52,674	$ 41,216
Accounts receivable, net	43,799	40,488
Inventories, net	55,090	52,540
Prepaid expenses and other current assets	5,248	5,133
Total current assets	156,811	139,377
Property and equipment, net	23,062	25,212
Right of use assets, net	5,929	7,473
Deferred tax asset	245,102	23,697
Derivative asset - interest rate swap	2,775	5,258
Deposits and other assets	1,762	24
Total assets	435,441	201,041
CURRENT LIABILITIES
Accounts payable	9,692	5,193
Accrued expenses	13,473	11,986
Commission payable	2,967	4,429
Bonus payable	7,732	5,616
Current portion of long-term debt	10,000	10,313
Current portion of lease liabilities	2,070	1,948
Current portion of earnout liability	18,527	60
Current portion of tax receivable agreement liability	122	1,425
Total current liabilities	64,583	40,970
Long-term debt, net of deferred finance costs	188,149	198,331
Convertible notes	128,220	127,832
Derivative liability - convertible notes redemption make-whole provision	0	425
Warrant liability	84,505	8,294
Lease liabilities, operating	4,490	6,220
Tax receivable agreement liability	234,117	23,949
Earnout consideration liability	16,386	793
Total liabilities	720,450	406,814
Commitments and contingencies (Note 13)
Redeemable non-controlling interest	0	596,587
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding	0	0
Additional paid-in capital	180,356	39,466
Accumulated other comprehensive income	2,569	4,991
Accumulated deficit	(467,942)	(846,825)
Total stockholders' deficit	(285,009)	(802,360)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	435,441	201,041
Class A Common Stock
CURRENT LIABILITIES
Common stock	8	2
Class B Common Stock
CURRENT LIABILITIES
Common stock	$ 0	$ 6

EQUITY STRUCTURE (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended						9 Months Ended
	Sep. 17, 2024	Jun. 11, 2024	May 08, 2024	May 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Preferred stock, authorized (in shares)					10,000,000						10,000,000	10,000,000
Preferred stock, issued (in shares)					0						0	0
Preferred stock, outstanding (in shares)					0						0	0
Stock issuance costs	$ 2,726			$ 586
Number of shares exchanged in transaction (in shares)	51,908,422
Dividend to Class A shareholders						$ 8,922
Tungsten
Class of Stock [Line Items]
Number of shares issued in transaction	49,290,409
Tungsten \| Holdings
Class of Stock [Line Items]
Percentage of ownership after transaction	100.00%
Public warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)					22,415,189						22,415,189
Number of securities called by each warrant (in shares)					1						1
Warrants, exercise price (in usd per share)					$ 11.50						$ 11.50
Warrants, commencement, period from Business Combination											30 days
Class A shareholders
Class of Stock [Line Items]
Common stock, authorized (in shares)					250,000,000						250,000,000	250,000,000
Common stock, outstanding (in shares)					82,677,354						82,677,354	19,415,123
Common stock, issued (in shares)					82,677,354						82,677,354	19,415,123
Class A shareholders \| S 2024 Q2 2024 Dividends
Class of Stock [Line Items]
Cash dividend (in usd per share)						$ 0.30
Dividend to Class A shareholders						$ 8,922
Class A shareholders \| Common Stock
Class of Stock [Line Items]
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares)					921,594	1,199,092	1,183,123	601,181	313,767	1,564,956	3,303,809
Class A common stock issued pursuant to Class B common stock exchanges (in shares)				8,050,000	51,908,422	8,050,000				366,635
Number of shares issued in transaction			8,050,000
Class B units
Class of Stock [Line Items]
Common stock, authorized (in shares)					75,000,000						75,000,000	75,000,000
Common stock, outstanding (in shares)					0						0	59,958,422
Common stock, issued (in shares)					0						0	59,958,422
Dividend to Class A shareholders		$ 15,573
Class B units \| O 2024 Q2 2024 Dividends
Class of Stock [Line Items]
Cash dividend (in usd per share)						$ 0.30
Dividend to Class A shareholders						$ 15,573
Class B units \| Common Stock
Class of Stock [Line Items]
Class A common stock issued pursuant to Class B common stock exchanges (in shares)				(8,050,000)	(51,908,422)	(8,050,000)				(366,635)

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 2,331	$ 2,078	$ 6,932	$ 6,249

STOCK-BASED COMPENSATION - Restricted Stock and Performance Stock Unit, and Earnouts Activity (Details)	9 Months Ended
	Sep. 30, 2024 shares
Restricted stock unit expense
Number of Shares
Outstanding, beginning of period (shares)	5,651,895
Granted (in shares)	2,124,016
Dividend Equivalent Units on Deferred RSU's (in shares)	6,085
Vested (in shares)	(2,204,090)
Forfeited (in shares)	(51,850)
Outstanding, end of period (shares)	5,526,056
Performance stock unit expense
Number of Shares
Outstanding, beginning of period (shares)	1,107,536
Granted (in shares)	872,685
Vested (in shares)	0
Outstanding, end of period (shares)	1,980,221
Earnout consideration shares
Number of Shares
Outstanding, beginning of period (shares)	657,160
Granted (in shares)	0
Vested (in shares)	0
Outstanding, end of period (shares)	657,160

EQUITY STRUCTURE	9 Months Ended
EQUITY STRUCTURE	Sep. 30, 2024
Equity [Abstract]
EQUITY STRUCTURE	EQUITY STRUCTURE Shares Authorized As of September 30, 2024, the Company had authorized a total of 250,000,000 shares for issuance designated as Class A common stock, 75,000,000 designated as Class B common stock and 10,000,000 shares designated as preferred stock. As of September 30, 2024, there were 82,677,354 shares of Class A common stock issued and outstanding, no shares of Class B common stock issued and outstanding and no shares of Preferred Stock issued and outstanding. Issuance of Common Stock In the quarter ended September 30, 2024, the Company issued 921,594 new shares of Class A common stock pursuant primarily to the vesting of certain restricted stock units ("RSUs"), and exercises of stock options, as well as employee stock purchase plan transactions ("ESPP") and warrants during the quarter. The Class A common stock issued pursuant to the vesting of RSUs were issued net of shares withheld for applicable taxes. In the nine months ended September 30, 2024, the Company issued 3,303,809 new shares of Class A common stock pursuant primarily to the vesting of certain RSUs, and exercises of stock options, as well as ESPP and warrants during the quarter. The Class A common stock issued pursuant to the vesting of RSUs were issued net of shares withheld for applicable taxes. During May 2024, certain holders of the shares of Class B common stock exchanged an aggregate of 8,050,000 Class B units in Holdings (together with the corresponding number of shares of the Company's Class B common stock) in exchange for 8,050,000 shares of Class A common stock (the "Exchange"). Upon the Exchange, the exchanged shares of Class B common stock and the corresponding number of shares of Class B units were canceled. Immediately following the Exchange, pursuant to the Underwriting Agreement, dated as of May 8, 2024, (the “Underwriting Agreement”), by and among the Company, Holdings, the Representatives, the Underwriters and the Selling Stockholders named therein, the Selling Stockholders sold 8,050,000 shares of the Company’s Class A common stock to the Underwriters (the "Secondary Offering"). The Company did not receive any proceeds from the sale of the shares of Class A common stock by the selling stockholders. As a result of these transactions, the number of outstanding shares of the Company’s Class B common stock decreased by 8,050,000 and the number of outstanding shares of the Company’s Class A common stock increased by 8,050,000. Transaction costs of $586 were incurred and expensed related to this transaction. On August 9, 2024, all of the Class B stockholders of the Company and Resolute entered into the Resolute Transaction was completed on September 17, 2024, eliminating the Company's existing dual-share class structure. At the closing, the selling stockholders exchanged their 51,908,422 Class B units (and corresponding Class B shares) for Class A shares and Resolute became the majority owner of the Company by acquiring 49,290,409 of such Class A shares. Prior to the Resolute Transaction, Class B holders held units in Holdings. Subsequent to the Resolute Transaction, CompoSecure owned 100% of Holdings. The Company did not receive any proceeds from the sale of the shares of Class A company stock by the selling shareholders. Transaction costs of $2,726 were incurred and expensed related to this transaction. Warrants As of September 30, 2024, the Company had 22,415,189 public warrants outstanding. Until the expiration date of December 27, 2026, each public warrant entitles the registered holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. Special Dividend and Distribution On May 6, 2024, the Company announced a special cash dividend of $0.30 per share to Class A stockholders. A corresponding distribution of $0.30 per share was also announced for Class B unitholders of Holdings. Both the dividend and the distribution were paid on June 11, 2024. Dividends of $8,922 were disbursed to Class A stockholders and distributions of $15,573 were disbursed to Class B unitholders. Non-Controlling Interest Non-controlling interests represent direct interests held in Holdings other than by the Company immediately after the Business Combination. The non-controlling interests in the Company are represented by Class B units, or such other equity securities in the Company as the Board may establish in accordance with the terms hereof. Since the potential cash redemptions of the non-controlling interests are outside the control of the Company, such non-controlling interests are classified as temporary equity on the consolidated balance sheet in accordance with ASC 480. Income tax benefit or expense is applied to the income attributable to the controlling interest as the income attributable to the non-controlling interest is pass-through income. As of September 30, 2024, the Company did not have any non-controlling interest as a result of the exchange of all Class B shares for Class A shares, in connection with the acquisition of a majority interest in the Company by Resolute, as described above.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

FAIR VALUE MEASUREMENTS - Earnout Consideration (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Derivative Instrument, Contingent Consideration, Liability [Roll Forward]
Estimated fair value at December 31, 2023			$ 853
Change in estimated fair value	$ 34,530	$ (6,319)	34,060	$ (10,540)
Estimated fair value at September 30, 2024	$ 34,913		$ 34,913

(LOSS) EARNINGS PER SHARE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net income (loss) available to common stockholders, basic	$ (42,060)	$ 7,475	$ (16,390)	$ 15,843
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - basic (in shares)	38,212,440	19,074,679	28,109,632	18,420,069
Net income (loss) available to common stockholders, diluted	$ (42,060)	$ 12,285	$ (16,390)	$ 26,548
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - diluted (in shares)	38,212,440	35,764,654	28,109,632	35,362,059

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
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-Name Accounting Standards Codification
-Section S99
-Paragraph 5
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-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory By Major Class

The major classes of inventories were as follows:


	September 30, 2024		December 31, 2023
Raw materials	$	54,855	$	50,867
Work in process	3,227		4,110
Finished goods	358		662
Inventory reserve	(3,350)		(3,099)
	$	55,090	$	52,540

DEBT - Narrative - Exchangeable Senior Notes (Details) $ / shares in Units, $ in Thousands					3 Months Ended		9 Months Ended
	Nov. 29, 2024 $ / shares	Sep. 19, 2024 USD ($) $ / shares	Jun. 11, 2024 $ / shares	Apr. 19, 2021 USD ($) day $ / shares	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Dec. 27, 2021 USD ($)
Debt Instrument [Line Items]
Fair value of derivative liability					$ 0		$ 0		$ 425
Favorable (unfavorable) change in fair value of derivative liability					$ 544	$ 149	$ 425	$ (364)
Class A Common Stock
Debt Instrument [Line Items]
Common stock, par value (in usd per share) \| $ / shares					$ 0.0001		$ 0.0001		$ 0.0001
Exchangeable Notes
Debt Instrument [Line Items]
Face amount		$ 130,000		$ 130,000
Conversion price (in usd per share) \| $ / shares		$ 9.57	$ 10.98	$ 11.50
Interest rate		7.00%		7.00%
Redemption, period from Closing Date				3 years
Redemption, stock price percentage threshold				130.00%
Redemption, threshold trading days \| day				20
Redemption, threshold consecutive trading days				30 days
Redemption, notice period				30 days
Redemption price percentage				100.00%
Redemption, VWAP, threshold trading days				5 days
Maximum conversion rate		0.1045199	0.0910972	0.0999999
Anti-dilution, period after common stock issuance				45 days
Anti-dilution, threshold consecutive trading days				10 days
Fundamental change, repurchase price percentage				100.00%
Registration default, interest rate for first 90 days				0.25%
Registration default, interest rate after 90 days				0.50%
Event of default, threshold percentage of note holders that may declare notes payable immediately				25.00%
Event of default, percentage of notes payable immediately				100.00%
Event of default, interest rate for first 90 days				0.25%
Event of default, interest rate for days 91-180				0.50%
Fair value of derivative liability					$ 0		$ 0		$ 425	$ 552
Interest expense					$ 2,425	$ 2,416	$ 7,219	$ 7,167
Effective interest rate					7.40%	7.40%	7.40%	7.40%
Debt, fair value					$ 190,000		$ 190,000		$ 118,000
Debt issuance costs				$ 2,600
Exchangeable Notes \| Forecast
Debt Instrument [Line Items]
Conversion price (in usd per share) \| $ / shares	$ 10.98
Redemption price percentage	100.00%
Maximum conversion rate	0.0910972

DEBT - Narrative - Credit Facility (Details)		3 Months Ended		9 Months Ended
DEBT - Narrative - Credit Facility (Details)	Aug. 07, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jan. 31, 2022 USD ($)	Jan. 11, 2022 customer	Dec. 31, 2021 USD ($) customer	Jul. 26, 2016 USD ($)
Debt Instrument [Line Items]
Derivative, number of instruments held \| customer									2
Derivative notional amount		$ 125,000,000		$ 125,000,000
Derivative asset - interest rate swap		2,775,000		2,775,000			$ 5,258,000	$ 0
Level 2
Debt Instrument [Line Items]
Derivative asset - interest rate swap		$ 2,775,000		$ 2,775,000			5,258,000
2016 Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity											$ 120,000,000
2016 Credit Facility \| Term Loan
Debt Instrument [Line Items]
Face amount											80,000,000
2021 Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity										$ 310,000,000
Debt issuance costs	$ 832,000					$ 1,800,000
Number of lenders \| customer										2
2021 Credit Facility \| Term Loan
Debt Instrument [Line Items]
Face amount										$ 250,000,000
2024 Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	330,000,000
Effective interest rate		7.30%	7.99%	7.30%	7.99%
Interest expense		$ 4,257,000	$ 4,997,000	$ 13,077,000	$ 14,870,000
2024 Credit Facility \| Minimum
Debt Instrument [Line Items]
Basis spread on variable interest rate				1.75%
2024 Credit Facility \| Maximum
Debt Instrument [Line Items]
Basis spread on variable interest rate				2.75%
2024 Credit Facility \| Term Loan
Debt Instrument [Line Items]
Face amount	200,000,000
Lender fees	1,056,000
Other third-party fees	225,000
Revolver \| 2016 Credit Facility \| Line of credit
Debt Instrument [Line Items]
Maximum borrowing capacity											$ 40,000,000
Revolver \| 2021 Credit Facility \| Line of credit
Debt Instrument [Line Items]
Maximum borrowing capacity										$ 60,000,000
Revolver \| 2024 Credit Facility \| Line of credit
Debt Instrument [Line Items]
Maximum borrowing capacity	130,000,000
Debt issuance costs written off	148,000
Lender fees	686,000
Other third-party fees	$ 147,000
Annual commitment fee percentage	0.35%
Line of credit, balance outstanding		$ 0		$ 0			$ 0

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CompoSecure, Inc. (“CompoSecure” or the “Company”) is a manufacturer and designer of complex metal, composite and proprietary financial transaction cards. The Company was founded and commenced operations in 2000. The Company provides products and services primarily to global financial institutions, plastic card manufacturers, system integrators, and security specialists. The Company is located in Somerset, New Jersey. Since its inception, the Company has established itself as a technology partner to market leaders, fintechs 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. The Company’s innovative payment card technology and metal cards with Arculus secure authentication and digital asset storage 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. The Company creates newly innovated, highly differentiated and customized quality financial payment products for banks and other payment card issuers to support and increase their customer acquisition, customer retention and organic customer spend. The Company’s customers consist primarily of leading international and domestic banks and other payment card issuers primarily within the United States (“U.S.”), with additional direct and indirect customers in Europe, Asia, Latin America, Canada, and the Middle East. The Company is a platform for next generation payment technology, security, and authentication solutions. The Company maintains trusted, highly-embedded and long-term customer relationships with an expanding set of global issuers. The Company has established a niche position in the financial payment card market with over 20 years of innovation and experience and is focused primarily on this attractive subsector of the financial technology market. The Company serves a diverse set of direct customers and indirect customers, including some of the largest issuers of credit cards in the U.S. CompoSecure is operated as an umbrella partnership C corporation (“Up-C”) meaning that the sole asset of CompoSecure, Inc. is its interest in CompoSecure Holdings, L.L.C. ("Holdings") and the related deferred tax asset. Holdings has been an entity taxed as a partnership for U.S. federal income tax purposes and, until the Resolute transaction (described below), was owned by both the historical owners and CompoSecure, Inc. By virtue of control of the board of managers of Holdings, CompoSecure, Inc. operates and controls the business and affairs of CompoSecure. As a result, the Company consolidates the financial results of Holdings and reports a non-controlling interest related to the Holdings units not owned by CompoSecure, Inc. On August 7, 2024, all of the Class B stockholders of the Company and affiliates of Resolute Compo Holdings, LLC, including Tungsten 2024 LLC ("Resolute") entered into stock purchase agreements, pursuant to which the selling shareholders would exchange their 51,908,422 Class B units (and corresponding Class B shares) for Class A shares, eliminating the Company's existing dual-share class structure. On September 17, 2024, the transactions (the "Resolute Transaction") closed and Resolute became the majority owner of the Company by acquiring 49,290,409 of the Class A Common Stock of the Company for an aggregate purchase price of approximately $372.1 million, or $7.55 per share, representing an approximately 60% voting interest. The Company was not party to stock purchase transactions. Prior to these transactions, Class B holders held Class B units in Holdings. Subsequent to the Resolute Transaction, CompoSecure owned 100% of Holdings. As a result of the Resolute Transaction, the Company no longer has Class B shares outstanding or a non-controlling interest as of September 30, 2024.

RELATED PARTY TRANSACTIONS (Details)		3 Months Ended		9 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Jun. 11, 2024 USD ($)	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 17, 2024 director
Related Party Transaction [Line Items]
Payment of tax receivable agreement liability				$ 0	$ 2,193,000
Tax distributions		$ 13,699,000		50,082,000
Dividends common stock			$ 8,922,000
Number of directors \| director						11
Number of independent directors \| director						6
Governance agreement, percent of shares outstanding						35.00%
Governance agreement, number of stockholder directors \| director						6
Governance agreement, number of independent directors \| director						2
Governance agreement, lock-up period						12 months
Governance agreement, standstill period						12 months
Governance agreement, prohibit transaction period						24 months
Class B units
Related Party Transaction [Line Items]
Dividends common stock	$ 15,573,000
CompoSecure
Related Party Transaction [Line Items]
Tax distributions		5,003,000		15,219,000
All other members
Related Party Transaction [Line Items]
Tax distributions		$ 8,696,000		34,863,000
Related Party
Related Party Transaction [Line Items]
Payment of tax receivable agreement liability				$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	The accompanying consolidated financial statements are presented in conformity with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).
Consolidation	The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications	Certain reclassifications have been made to conform to the current year presentation.
Use of Estimates	The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes (as defined below), which are marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, changes in the fair value of warrant liabilities, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability.
Revenue Recognition	The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of September 30, 2024 or December 31, 2023. The Company invoices its customers at the time at which control is transferred, with payment terms ranging between 15 and 60 days depending on each individual contract. As the payment is due within 60 days of the invoice, a significant financing component is not included within the contracts. The majority of the Company’s contracts with its customers have the same performance obligation of manufacturing and transferring the specified number of cards to the customer. Each individual card included within an order constitutes a separate performance obligation, which is satisfied upon the transfer of goods to the customer. The contract term as defined by ASC 606 is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company's contracts are generally short-term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of variable consideration such as discounts, rebates, and returns. The Company’s products do not include an unmitigated right of return unless the product is non-conforming or defective. If the goods are non-conforming or defective, the defective goods are replaced or reworked or, in certain instances, a credit is issued for the portion of the order that was non-conforming or defective. A provision for sales returns and allowances is recorded based on experience with goods being returned. Most returned goods are re-worked and subsequently re-shipped to the customer and recognized as revenue. Historically, returns have not been material to the Company. Additionally, the Company has a rebate program with certain customers allowing for a rebate based on achieving a certain level of shipped sales during the calendar year. This rebate is estimated and updated throughout the year and recorded against revenues and the related accounts receivable.
Segment Information	The Company is managed and operated as one business, as the entire business is managed by a single management team that reports to the Chief Executive Officer and President. The Company's chief operating decision-maker ("CODM") is its Chief Executive Officer and President, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. The Company does not operate separate lines of business with respect to any of its products and does not review discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.
Software Development Costs	Software Development Costs The Company applies the principals of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use ("ASC 350-40"). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the functions intended. The Company capitalized $331 for the three months ended September 30, 2024 of software development costs. For the nine months ended September 30, 2024, the Company capitalized $729 of software development costs. No software development costs were capitalized during the three and nine months ended September 30, 2023.
Net Income Per Share	Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income attributable to controlling interest by the weighted-average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A common stock but is exclusive of Class B common stock as these shares have no economic or participating rights. Diluted net income per share is computed by dividing the net income allocated to potential dilutive instruments attributable to controlling interest by the basic weighted-average number of common shares outstanding during the period, adjusted for the potentially dilutive shares of common stock equivalents resulting from the assumed exercise of the warrants, payment of the earnouts, exercise of the equity awards, exchange of the Class B units and Exchangeable Notes ("securities") only if the effect is not anti-dilutive.
Recent Accounting Pronouncements - Adopted in current fiscal year	Recent Accounting Pronouncements – Adopted in current fiscal year On December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which applies to all entities subject to income taxes. For public business entities ("PBEs"), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities ("non-PBEs"), the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The amendments in this update require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The new guidance focuses on two specific disclosure areas: rate reconciliation and income taxes paid. The rate reconciliation disclosure requirements differ for PBEs as compared to non-PBEs. The income taxes paid disclosures are the same for all entities. The Company will adopt this ASU on January 1, 2025 and is still assessing the impact that the adoption of this ASU will have on the Company's consolidated financial statements. On November 27, 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which applies to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting, The guidance will be applied retrospectively and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analysis. The Company is in the process of evaluating the impact of this ASU on its year end financial reporting as required by the standard.

(LOSS) EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

(LOSS) EARNINGS PER SHARE


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Basic and diluted:
Net (loss) income	$	(85,474)	$	38,049	$	(34,804)	$	81,496
Less: Net loss (income) attributable to non-controlling interest	43,414		(30,574)		18,414		(65,653)
Net (loss) income attributable to Class A Common Stockholders - basic	$	(42,060)	$	7,475	$	(16,390)	$	15,843
Plus: adjustment to net income due to net effect of equity awards, exchangeable notes	—		4,810		—		10,705
Net (loss) income attributable to Class A Common Stockholders after adjustment	$	(42,060)	$	12,285	$	(16,390)	$	26,548
Weighted average common shares outstanding used in computing net (loss) income per share - basic	38,212,440		19,074,679		28,109,632		18,420,069
Plus: net effect of dilutive equity awards, exchangeable notes and Class B units - diluted	—		16,689,975		—		16,941,990
Weighted average common shares outstanding used in computing net (loss) income per share - diluted	38,212,440		35,764,654		28,109,632		35,362,059
Net (loss) income per share—basic	$	(1.10)	$	0.39	$	(0.58)	$	0.86
Net (loss) income per share—diluted	$	(1.10)	$	0.34	$	(0.58)	$	0.75

Basic loss per share for the three months ended September 30, 2024 was calculated by dividing net loss attributable to Class A Common stockholders of $42,060 divided by 38,212,440 of weighted average Class A common shares outstanding at September 30, 2024. Diluted loss per share for the three months ended September 30, 2024 was calculated by dividing net loss adjusted for the net effect of dilutive equity awards, exchangeable notes and Class B units of $42,060 divided by 38,212,440 of weighted average common shares after adjusting for the net effect of dilutive equity awards, exchangeable notes and Class B units outstanding at September 30, 2024.

Basic earnings per share for the three months ended September 30, 2023 was calculated by dividing net income attributable to Class A Common stockholders of $7,475 divided by 19,074,679 of weighted average Class A common shares outstanding at September 30, 2023. Diluted earnings per share for the three months ended September 30, 2023 was calculated by dividing net income adjusted for the net effect of dilutive equity awards and exchangeable notes of $12,285, divided by 35,764,654 of weighted average common shares after adjusting for the net effect of dilutive equity awards and exchangeable notes outstanding at September 30, 2023.

Basic loss per share for the nine months ended September 30, 2024 was calculated by dividing net loss attributable to Class A Common stockholders of $16,390 divided by 28,109,632 of weighted average Class A common shares outstanding at September 30, 2024. Diluted loss per share for the nine months ended September 30, 2024 was calculated by dividing net loss adjusted for the net effect of dilutive equity awards exchangeable notes and Class B units of $16,390 divided by 28,109,632 of weighted average common shares after adjusting for the net effect of dilutive equity awards, exchangeable notes and Class B units outstanding at September 30, 2024.

Basic earnings per share for the nine months ended September 30, 2023 was calculated by dividing net income attributable to Class A Common stockholders of $15,843 divided by 18,420,069 of weighted average Class A common

shares outstanding at September 30, 2023. Diluted earnings per share for the nine months ended September 30, 2023 was calculated by dividing net income adjusted for the net effect of dilutive equity awards and exchangeable notes of $26,548, divided by 35,362,059 of weighted average common shares after adjusting for the net effect of dilutive equity awards and exchangeable notes outstanding at September 30, 2023.

Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an antidilutive effect on per share amounts. The Company applied the if-converted method for the Exchangeable Notes to calculate diluted earnings per share in accordance with ASU 2020-06.

The following amounts were not included in the calculation of net earnings per diluted share because their effects were anti-dilutive:


	Three months ended September 30,		Nine months ended September 30,
	2024	2023	2024	2023
Potentially dilutive securities:
Warrants	22,415,200	22,415,400	22,415,200	22,415,400
Class B units	—	59,958,422	—	59,958,422

Earnout consideration shares	7,500,000	7,500,000	7,500,000	7,500,000
Equity awards	5,978	174,091	80,978	2,654,012

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share Based Compensation Expense

The following table summarizes share-based compensation expense included in Selling, general and administrative expenses within the consolidated statements of operations:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Stock option expense	$	—	$	33	$	3	$	269
Restricted stock unit expense	4,784		3,875		13,326		10,880
Performance stock unit expense	817		698		1,843		1,796
Employee stock purchase plan	33		31		97		107

Total stock-based compensation expense	$	5,634	$	4,637	$	15,269	$	13,052

Schedule of Stock Option Activity

The following table sets forth the options activity under the Holdings' equity plan, which was assumed by the Company, for the nine month period ended September 30, 2024:

Stock Option Activity


	Number of Shares	Weighted Average Exercise Price Per Shares		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2024	3,278,463	$	1.88	2.9	$	11,780
Granted	—	—
Exercised	(2,493,194)	$	1.03	1.7	$	19,241

Outstanding at September 30, 2024	785,269	$	4.62	4.5	$	7,379
Vested and expected to vest at September 30, 2024	785,269	$	4.62	4.5	$	7,379
Exercisable at September 30, 2024	785,269	$	4.62	4.5	$	7,379

Schedule of Restricted Stock, Performance Stock Unit and Earnouts Activity

Restricted Stock Unit Activity


			Number of Shares
Outstanding at January 1, 2024			5,651,895
Granted			2,124,016
Dividend Equivalent Units on Deferred RSU's			6,085
Vested			(2,204,090)
Forfeited			(51,850)
Nonvested at September 30, 2024			5,526,056

Performance and Market based Stock Unit Activity


			Number of Shares
Outstanding at January 1, 2024			1,107,536
Granted			872,685
Vested			—

Nonvested at September 30, 2024			1,980,221

Earnouts


			Number of Shares
Outstanding at January 1, 2024			657,160
Granted			—
Vested			—

Nonvested at September 30, 2024			657,160

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (85,474)	$ 38,049	$ (34,804)	$ 81,496
Other comprehensive (loss) income, net:
Unrealized loss on derivative - interest rate swap, net of tax	(2,279)	(264)	(2,422)	(637)
Total other comprehensive loss, net	(2,279)	(264)	(2,422)	(637)
Comprehensive (loss) income	$ (87,753)	$ 37,785	$ (37,226)	$ 80,859

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

INVENTORIES

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

INVENTORIES

The major classes of inventories were as follows:


	September 30, 2024		December 31, 2023
Raw materials	$	54,855	$	50,867
Work in process	3,227		4,110
Finished goods	358		662
Inventory reserve	(3,350)		(3,099)
	$	55,090	$	52,540

The Company monitors inventory costs relative to selling prices and performs physical cycle count procedures on inventories throughout the year to determine if a lower cost or net realizable value reserve is necessary. The Company reviews inventory for slow-moving or obsolete amounts based on expected product sales volume and provides reserves against the carrying amount of inventory as appropriate. This reserve may fluctuate as the Company's assumptions change due to new information, discrete events, or changes in the business, such as entering new markets or discontinuing a specific product.

GEOGRAPHIC INFORMATION AND CONCENTRATIONS

9 Months Ended

Sep. 30, 2024

Risks and Uncertainties [Abstract]

GEOGRAPHIC INFORMATION AND CONCENTRATIONS

The Company's headquarters and substantially all of its operations, including its long-lived assets, are located in the United States. Geographical sales information based on the location of the customer was as follows:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net sales by region:
Domestic	$	80,033	$	84,277	258,007		235,933
International	27,102		12,609		61,705		54,796
Total	$	107,135	$	96,886	$	319,712	$	290,729

The Company’s principal direct customers as of September 30, 2024 consist primarily of leading international and domestic banks and other payment card issuers primarily within the U.S., with additional direct and indirect customers in

Europe, Asia, Latin America, Canada, and the Middle East. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary.

Two customers individually accounted for more than 10% of the Company’s revenue, or 58.5% combined, of total revenue for the three months ended September 30, 2024. Three customers individually accounted for more than 10% of the Company’s revenue, or 84.6%, combined, of total revenue for the three months ended September 30, 2023. Two customers individually accounted for more than 10% of the Company’s revenue or 66.1% combined, of total revenue for the nine months ended September 30, 2024. Three customers individually accounted for more than 10% of the Company’s revenue or 79.1%, combined, of total revenue for the nine months ended September 30, 2023. Four customers individually accounted for more than 10% of the Company’s accounts receivable or approximately 70% and two customers individually accounted for more than 10% or approximately 73% of total accounts receivable as of September 30, 2024 and December 31, 2023, respectively.

One individual vendor accounted for more than 10% of purchases of supplies, or approximately 10% of total purchases, for the nine months ended September 30, 2024. One individual vendor accounted for more than 10% of purchases of supplies, or approximately 15% of total purchases, for the nine months ended September 30, 2023.

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:


	Useful Life	September 30, 2024		December 31, 2023
Machinery and equipment	5 - 10 years	$	36,739	$	30,311
Furniture and fixtures	3 - 5 years	33		33
Computer equipment	3 - 5 years	2		2
Leasehold improvements	Shorter of lease term or estimated useful life	11,533		10,609

Software	1 - 3 years	1,718		1,718
Construction in progress		1,619		4,189
Total		51,644		46,862
Less: Accumulated depreciation and amortization		(28,582)		(21,650)
Property and equipment, net		$	23,062	$	25,212

Depreciation and amortization expense on property and equipment was $2,331 and $2,078 for the three months ended September 30, 2024 and 2023, respectively. Depreciation and amortization expense on property and equipment was $6,932 and $6,249 for the nine months ended September 30, 2024 and 2023, respectively.