0001823144-23-000006 | 10-K | XBRL Viewer

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Accounts receivable allowance for doubtful accounts	$ 0	$ 0

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2022
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 started operations in 2000 and provides products and services primarily to global financial institutions, plastic card manufacturers, government agencies, system integrators, and security specialists. The Company is located in Somerset, New Jersey. Founded in 2000, CompoSecure is 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 to support and increase its 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.”), 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 through nearly 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 over 20 direct customers and over 80 indirect customers, including some of the largest issuers of credit cards in the U.S. On December 27, 2021 (the "Closing Date"), Roman DBDR Tech Acquisition Corp ("Roman DBDR") consummated the merger pursuant to the 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 CompoSecure Holdings, L.L.C., a Delaware limited liability company ("Holdings"). Pursuant to the terms of the Merger Agreement, a business combination between the Company and Holdings was affected through the merger of Merger Sub with and into Holdings, with Holdings surviving as the surviving company and as a wholly-owned subsidiary of Roman DBDR (the "Business Combination"). Pursuant to the Business Combination, the merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"). On the Closing Date, and in connection with the closing of the Business Combination, Roman DBDR changed its name to CompoSecure, Inc. Holdings was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. This determination was primarily based on Holdings' members prior to the Business Combination having a majority of the voting interests in the combined company, Holdings' operations comprising the ongoing operations of the combined company, Holdings' members and officers comprising a majority of the board of directors of the combined company, and Holdings' senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Holdings issuing stock for the net assets of Roman DBDR, accompanied by a recapitalization. The net assets of Roman DBDR were stated at historical cost, with no goodwill or other intangible assets recorded. While Roman DBDR was the legal acquirer in the Business Combination, because Holdings was deemed the accounting acquirer, the historical financial statements of Holdings became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Holdings prior to the Business Combination; (ii) the combined results of the Company and Holdings following the closing of the Business Combination; (iii) the assets and liabilities of Holdings at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure was restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share issued to Holdings' equity holders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Holdings' common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. 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, LLC and the related deferred tax asset. CompoSecure Holdings, LLC is an entity taxed as a partnership for U.S. federal income tax purposes and owned by both the historical owners and CompoSecure, Inc. By virtue of our control of CompoSecure Holdings, LLC’s board of managers, CompoSecure, Inc. operates and controls the business and affairs of CompoSecure Holdings, LLC. As a result, we consolidate CompoSecure Holdings’ financial results and report a non-controlling interest related to the CompoSecure Holdings units not owned by the Company.

EQUITY STRUCTURE (Details) - USD ($)	12 Months Ended
EQUITY STRUCTURE (Details) - USD ($)	Dec. 31, 2022	Dec. 27, 2022	Dec. 31, 2021	Dec. 27, 2021
Class of Stock [Line Items]
Preferred stock, authorized (shares)	10,000,000		10,000,000
Common stock, outstanding (shares)				76,066,782
Preferred stock, issued (shares)	0		0
Preferred stock, outstanding (shares)	0		0
Valuation date share price	$ 4.91		$ 8.21
Private warrants
Class of Stock [Line Items]
Warrants outstanding (shares)	10,837,400		10,837,400
Warrants, exercise price (usd per share)	$ 11.50
Warrants, commencement, period from Business Combination	30 days
Public warrants
Class of Stock [Line Items]
Warrants outstanding (shares)	11,578,000		11,578,000
Warrants, exercise price (usd per share)	$ 11.50
Warrants, commencement, period from Business Combination	30 days
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized (shares)	250,000,000		250,000,000
Common stock, issued (shares)	16,446,748		14,929,982
Common stock, outstanding (shares)	16,446,748		14,929,982
Valuation date share price		$ 9.95
Class B Common Stock
Class of Stock [Line Items]
Common stock, authorized (shares)	75,000,000		75,000,000
Common stock, issued (shares)	60,325,057		61,136,800
Common stock, outstanding (shares)	60,325,057		61,136,800
Common stock redemption value	$ 600,234,000

EQUITY COMPENSATION - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Outstanding (in shares)	5,409,771
Granted (in shares)	0
Exercised (in shares)	644,226	1,413,235
Outstanding (in shares)	4,765,545	5,409,771
Vested and expected to vest (in shares)	4,765,545
Exercisable (in shares)	4,616,197	4,947,921	5,894,922
Weighted Average Exercise Price Per Shares
Outstanding (in usd per share)	$ 1.27
Granted (in usd per share)	0
Exercised (in usd per share)	0.01
Outstanding (in usd per share)	1.44	$ 1.27
Vested and expected to vest (in usd per share)	1.44
Exercisable (in usd per share)	$ 1.29
Weighted Average Remaining Contractual Term
Outstanding, weighted average remaining contractual term	4 years 9 months 18 days	4 years 1 month 6 days
Vested and expected to vest, weighted average remaining contractual term	6 years
Exercisable, weighted average remaining contractual term	3 years 1 month 6 days	3 years 10 months 24 days	4 years 10 months 24 days
Aggregate Intrinsic Value
Outstanding, aggregate intrinsic value	$ 16,939	$ 37,542
Exercised, aggregate intrinsic value	3,180
Vested and expected to vest, aggregate intrinsic value	16,939
Exercisable, aggregate intrinsic value	$ 16,923

FAIR VALUE MEASUREMENTS - Fair Value Assumptions (Details)	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation date share price	$ 4.91	$ 8.21
Exercise Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50	11.50
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0415	0.0126
Risk-free interest rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	0.0422	0.0097
Risk-free interest rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	0.0441	0.0112
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.45	0.33
Reverse recapitalization, contingent consideration, measurement input		0.675
Expected volatility \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	0.75
Expected volatility \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	0.80
Expected dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0
Reverse recapitalization, contingent consideration, measurement input	0	0
Expected term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	4	4.9
Expected term \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	2	3
Expected term \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	3	4

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 09, 2023	Jun. 30, 2022
Entity Listings [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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 Street
Entity Address, City or Town	Somerset
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08873
City Area Code	908
Local Phone Number	518-0500
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 48.2
Amendment Flag	false
Entity Central Index Key	0001823144
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Class A Common Stock, $0.0001 par value per share
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
Entity Common Stock, Shares Outstanding		17,784,242
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock
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
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		60,097,611

REVENUE RECOGNITION	12 Months Ended
REVENUE RECOGNITION	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	REVENUE RECOGNITION The Company recognizes revenue in accordance with accounting standard ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. See Note 2. Disaggregation of Revenue The percentages present the Company’s revenue disaggregated by customer. The majority of the Company’s revenue is earned within these major contracts, with aggregate revenue from the two top customers comprising approximately 67.3%, 71.9% and 72.1% of total revenue in 2022, 2021 and 2020, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

BUSINESS COMBINATION - Narrative (Details) - Dec. 27, 2021 $ / shares in Units, $ in Thousands	USD ($) $ / shares shares	Total	segment	vote
Reverse Recapitalization [Line Items]
Earnout shares (in shares)	7,500,000
Tax receivable agreement, percentage		90.00%
Stock issued (in shares)	4,500,000
Stock issued, price per share (in usd per share) \| $ / shares	$ 10.00
Stock issued, aggregate purchase price \| $	$ 45,000
Class B Common Stock
Reverse Recapitalization [Line Items]
Number of votes per share			1	1
Recapitalization exchange ratio		1

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENTProperty and equipment consisted of the following:


		December 31,
	Useful Life	2022		2021
Machinery and equipment	5 - 10 years	$	64,626	$	59,437
Furniture and fixtures	3 - 5 years	987		955
Computer equipment	3 - 5 years	927		925
Leasehold improvements	Shorter of lease term or estimated useful life	11,993		11,358
Vehicles	5 years	264		264
Software	1 - 3 years	2,924		2,889
Construction in progress		4,145		985
Total		85,866		76,813
Less: Accumulated depreciation and amortization		(63,211)		(54,636)
Property and equipment, net		$	22,655	$	22,177

Depreciation and amortization expense for the years ended December 31, 2022, 2021, and 2020, was $8,575,$10,428, and $9,916, respectively.

EARNINGS PER SHARE - Basic and Diluted Calculation (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Earnings Per Share [Abstract]

Net income

$ 131,815

$ 83,414

$ 77,815

Less: Net income attributable to non-controlling interest

113,158

80,260

Net income attributable to Class A Common shareholders

18,657

3,154

Plus: adjustment to net income due to net effect of equity awards, exchangeable notes and class B units

18,017

7,943

Net income attributable to Class A Common shareholders after adjustment

$ 36,674

$ 11,097

Weighted average shares used in computing net income per share - basic (shares)

15,372,422

14,929,982

Plus: net effect of dilutive equity awards, exchangeable notes, and Class B units (in shares)

17,182,895

79,639,876

Weighted average shares used in computing net income per share - diluted (shares)

32,555,317

94,569,858

Net income per share - basic (in usd per share)

^[1]

$ 1.21

$ 0.21

Net income per share - diluted (in usd per share)

^[1]

$ 1.13

$ 0.12

[1]

The amounts for the year ended December 31, 2021 represent basic and diluted net income per share of Class A common stock and weighted average shares of Class A common stock outstanding for the prorated period from December 27, 2021 (the date of the Business Combination) through December 31, 2021, the period following the Business Combination. Effective April 1, 2022, the Company changed its methodology to apply its accounting policy to calculate the basic and diluted earnings per share and therefore updated the net income per share for the year ended December 31, 2021 to reflect the new methodology.. See Note 1 and Note 15

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income before benefit for income taxes

Income before the provision and benefit for income taxes as shown in the accompanying consolidated statements of operations is as follows:


	Years Ended December 31,
	2022		2021		2020
Income before income taxes	$	136,175	$	82,557	$	77,815
Income before income taxes attributable to period subsequent to business combination for the year ended December 31, 2021 (1)	$	—	$	12,206	$	—

(1) The income before income taxes for the year ended December 31, 2021 was attributable only to prorated period subsequent to the consummation of the Business Combination on December 27, 2021.

Components of benefit for income taxes

The components of the benefit for income taxes for the year ended December 31, 2022 and December 31, 2021 consisted of the following:


	Year Ended December 31,
	2022		2021
Current:
Federal	$	1,140	$	—
State	27		—
	1,167		—
Deferred:
Federal	3,477		(856)
State	(284)		(1)
	3,193		(857)
Total Provision (benefit) from income taxes	$	4,360	$	(857)

Reconciliation of taxes at the federal statutory rate

The reconciliation of income taxes at the federal statutory rate to provision for income taxes for the years ended December 31, 2022 and December 31, 2021 were as follows:


	Year Ended December 31,
	2022		2021
U.S. federal statutory tax rate	21.00	%	21.00	%
State taxes	0.28	%	0.03	%
Valuation allowances	1.11	%	—	%
NCI adjustment	(17.52)	%	(18.53)	%
Permanent differences	(0.64)	%	(3.35)	%
OCI Adjustment	(0.27)	%	—	%
Other temporary differences	(0.76)	%	—	%
Effective income tax rate	3.20	%	(0.85)	%

Components of deferred tax assets

The components of the deferred tax assets were as follows:


	Year Ended December 31,
	2022		2021
Deferred Tax Assets:
Investment in Holdings	$	32,256	$	29,102
Imputed Interest	686		623

Earnout consideration liability	—		970

Net operating loss carryforward	—		819
Total deferred tax assets	$	32,942	$	31,514
valuation allowance	(7,373)		(5,864)
Total deferred tax assets net of valuation allowance	$	25,569	$	25,650

INCOME TAXES - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets:
Investment in Holdings	$ 32,256	$ 29,102
Imputed Interest	686	623
Earnout consideration liability	0	970
Net operating loss carryforward	0	819
Total deferred tax assets	32,942	31,514
valuation allowance	(7,373)	(5,864)
Total deferred tax assets net of valuation allowance	$ 25,569	$ 25,650

FAIR VALUE MEASUREMENTS - Earnout Consideration (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivative Instrument, Contingent Consideration, Liability [Roll Forward]
Beginning balance	$ (48,002)	$ (38,427)
Revaluation of earnout consideration liability	(9,575)	(23,337)	$ (9,575)	$ 0
Ending balance	$ (38,427)	$ (15,090)	$ (38,427)

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
$ in Thousands

Total

Additional Paid-in Capital

AOCI Attributable to Parent

Accumulated Deficit

Class A Common Stock

Common Stock

Class B Common Stock

Common Stock

Beginning balance (shares) at Dec. 31, 2019

61,136,800

Beginning balance at Dec. 31, 2019

$ (55,549)

$ 4,300

$ 0

$ (59,855)

$ 0

$ 6

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Distributions

(216,668)

Stock-based compensation

1,848

Net income

77,815

^[1]

77,815

Unrealized gain on derivative - interest rate swap

Ending balance (shares) at Dec. 31, 2020

61,136,800

Ending balance at Dec. 31, 2020

(192,554)

6,148

(198,708)

$ 0

$ 6

Beginning balance at Dec. 31, 2019

Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward]

Net income

^[1]

Ending balance at Dec. 31, 2020

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Distributions

(226,643)

Business combinations, PIPE financing and others (in shares)

14,929,982

Business combination, PIPE financing and others

(77,980)

(77,981)

$ 1

Stock-based compensation

6,113

Net income

3,154

^[1]

3,154

Unrealized gain on derivative - interest rate swap

Adjustment of redeemable non-controlling interests to redemption value

(528,051)

Ending balance (shares) at Dec. 31, 2021

14,929,982

61,136,800

Ending balance at Dec. 31, 2021

(1,015,961)

12,261

(1,028,229)

$ 1

$ 6

Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward]

Net income

^[1]

80,260

Adjustment of redeemable non-controlling interests to redemption value

528,051

Ending balance at Dec. 31, 2021

608,311

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Business combination, PIPE financing and others

(726)

Proceeds from Stock Options Exercised

Stock-based compensation

11,465

Net income

18,657

^[1]

18,657

Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and Class B common stock exchanges (in shares)

1,498,507

811,743

Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and Class B common stock exchanges

$ 1

Class A common stock issued in connection with employee stock purchase plan (in shares)

18,259

Class A common stock issued in connection with employee stock purchase plan

Unrealized gain on derivative - interest rate swap

8,283

Tax receivable agreement liability

1,025

Adjustment of redeemable non-controlling interests to redemption value

84,942

Ending balance (shares) at Dec. 31, 2022

16,446,748

60,325,057

Ending balance at Dec. 31, 2022

(892,232)

$ 24,107

$ 8,283

$ (924,630)

$ 2

$ 6

Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward]

Distributions to non-controlling interests

(36,293)

Net income

^[1]

113,158

Adjustment of redeemable non-controlling interests to redemption value

(84,942)

Ending balance at Dec. 31, 2022

$ 600,234

[1]

Net income attributable to CompoSecure, Inc. for the year ended December 31, 2021 is equal to net income for the period subsequent to the Business Combination for the prorated period from December 27, 2021 (the date of the Business Combination) through December 31, 2021. Net income attributable to non-controlling for the year ended December 31, 2021 is equal to net income for the period from January 1, 2021 through December 31, 2021. Effective April 1, 2022, the Company changed its methodology to apply its accounting policy to allocate the net income to redeemable non-controlling interest and CompoSecure, Inc. for the year ended December 31, 2021. See Note 1 and Note 15.

RETIREMENT PLAN	12 Months Ended
RETIREMENT PLAN	Dec. 31, 2022
Retirement Benefits [Abstract]
RETIREMENT PLAN	RETIREMENT PLAN 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 years ended December 31, 2022, 2021, and 2020 was approximately $1,614, $1,102, and $1,030 respectively. Deferred Compensation Plan The Company has a self-administered deferred compensation plan that accrues a liability for the benefit of certain employees equal to 0.25% year-over-year change in Earnings Before Interest Depreciation “EBITDA” that began in 2014. The total liability was $242 at December 31, 2022 and 2021 and is recorded in other liabilities on the balance sheet. The Plan vests over a seven year period according to the following vesting schedule: Year 1 – 0.0%, Year 2 – 5.0%, Year 3 – 15.0%, Year 4 – 20.0%, Year 5 – 30.0%, Year 6 – 50.0%, Year 7 – 100%. The plan was terminated in the year ended December 31, 2021.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 13,642	$ 21,944
Accounts receivable, net	37,272	27,925
Inventories	42,374	25,806
Prepaid expenses and other current assets	3,824	2,596
Total current assets	97,112	78,271
Property and equipment, net	22,655	22,177
Right of use asset, net	8,932	5,246
Deferred tax asset	25,569	25,650
Derivative asset- interest rate swap	8,651	0
Deposits and other assets	24	10
Total assets	162,943	131,354
CURRENT LIABILITIES
Current portion of long-term debt	14,372	12,500
Current portion of lease liabilities	1,846	1,119
Accounts payable	7,127	7,058
Accrued expenses	10,154	10,131
Issuance costs payable	0	23,107
Commission payable	3,317	3,089
Bonus payable	8,177	3,512
Total current liabilities	44,993	60,516
Long-term debt, net of deferred finance costs	216,276	233,132
Convertible notes	127,348	126,897
Derivative liability - convertible notes redemption make-whole provision	285	552
Warrant liability	16,341	35,271
Line of credit	0	15,000
Lease liabilities	7,766	4,709
Tax receivable agreement liability	26,842	24,500
Earnout consideration liability	15,090	38,427
Total liabilities	454,941	539,004
Commitments and contingencies (Note 16)
Redeemable non-controlling interest	600,234	608,311
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding	0	0
Additional paid in capital	24,107	12,261
Accumulated other comprehensive income	8,283	0
Accumulated deficit	(924,630)	(1,028,229)
Total stockholders' deficit	(892,232)	(1,015,961)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	162,943	131,354
Class A common stock, $0.0001 par value; 250,000,000 shares authorized, 16,446,748 and 14,929,982 shares issued and outstanding as of December 31, 2022 and 2021, respectively
CURRENT LIABILITIES
Common stock	2	1
Class B common stock, $0.0001 par value; 75,000,000 shares authorized 60,325,057 and 61,136,800 shares issued and outstanding as of December 31, 2022 and 2021, respectively
CURRENT LIABILITIES
Common stock	$ 6	$ 6

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2021
Related Party Transactions [Abstract]
Expenses, related parties	$ 21,959	$ 9,508	$ 6,724
Amounts accrued, related parties	$ 3,317	$ 3,402
Related party, potential commissions due \| Minimum
Related Party Transaction [Line Items]
Estimate of possible commission payments due				$ 4,000
Related party, potential commissions due \| Maximum
Related Party Transaction [Line Items]
Estimate of possible commission payments due				$ 14,000

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties.

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+ Details

REVENUE RECOGNITION (Details)	12 Months Ended
REVENUE RECOGNITION (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Revenue, payment terms, minimum	15 days
Revenue, payment terms, maximum	60 days
Revenue, payment due	90 days
Revenues \| Customer concentration risk \| Three top customers
Concentration Risk [Line Items]
Concentration risk percentage	67.30%	71.90%	72.10%

GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Tables)

12 Months Ended

Dec. 31, 2022

Risks and Uncertainties [Abstract]

Geographical revenue information

Geographical revenue information based on the location of the customer follows:


	Year Ended December 31,
	2022		2021		2020
Net sales by country
Domestic	$	295,423	$	218,441	$	213,982
International	83,053		49,507		46,604
Total	$	378,476	$	267,948	$	260,586

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Accounting	The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the 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 majority owned subsidiary. 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 due December 2026, which will be marked to market each quarter based on a Lattice model approach, changes in the fair value of warrant liabilities, derivative asset for the interest rate swap, 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.
Cash and Cash Equivalents	Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash. Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature.
Accounts Receivable	Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off.
Inventories	Inventories are stated at the lower of cost or net realizable value, a basis that approximates the first-in, first out method. Inventories consist of raw material, work in process and finished goods. The Company establishes reserves as necessary for obsolescence and excess inventory. The Company records a reserve for excess and obsolete inventory based upon a calculation using the historical experience, expected future sales volumes, the projected expiration of inventory and specifically identified obsolete inventory.
Property and Equipment	Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to ten years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on straight-line basis over the shorter of the useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. The Company evaluates the depreciation periods of property and equipment to determine whether events or circumstances indicate that the asset’s carrying value is not recoverable or warrant revised estimates of useful lives.
Revenue Recognition and Shipping and Handling Costs	The Company recognizes revenue in accordance with accounting standard 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 December 31, 2022 and 2021. 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 90 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. Significant Judgments in Application of the Guidance The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize: Determination of Transaction Price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. In addition, several contracts include variable consideration such as specific sales prices based on certain volume thresholds, discounts, penalties, rebates, refunds, and the customer’s right to return. The Company has concluded that its estimation of variable consideration results in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. The accrual for variable consideration is netted against the sale price in determining the transaction price. Assessment of Estimates of Variable Consideration Many of the Company’s contracts with customers contain some component of variable consideration. The Company estimates variable consideration, such as discounts, rebates such as volume based rebate and credits, using the expected value method, and adjusts transaction price for its estimate of variable consideration. Throughout the year, we record an accrual that nets down our revenue based on our best estimate of the impact of variable consideration based on cards shipped in each month of the year. We regularly revisit this accrual throughout the year to ensure we are tracking to the correct offset. This effectively factors the volume based rebate into the transaction price. Therefore, management applies the constraint in its estimation of variable consideration for inclusion in the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Allocation of Transaction Price The transaction price (including any discounts) is allocated between goods in a multi-element arrangement based on their relative standalone selling prices. The standalone selling prices are determined based on the prices at which the Company separately sells each good. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. Significant judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount the Company expects to receive in exchange for the related goods. Practical Expedients and Exemptions As permitted by ASC 606, the Company uses certain practical expedients in connection with the application of ASC 606. The Company treats shipping and handling activities as fulfillment activities. The Company treats costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset we would recognize is one year or less. The Company does not adjust the transaction price for significant financing components, as the Company’s contracts typically do not contain provisions for significant advance or deferred payments, nor do they span more than a one year period. The Company applies the optional exemption to not disclose information regarding the allocation of transaction price to remaining performance obligations with an original expected duration of less than one year. Costs incurred in shipping and handling are recognized in Cost of goods sold in the consolidated statements of operations.
Advertising	The Company expenses the cost of advertising as incurred. Advertising expense of approximately $11,808, $17,434, and $181 for the years ended December 31, 2022, 2021, and 2020, respectively, were included in selling, general and administrative expenses in the consolidated statements of operations.
Income Taxes	Income taxes are applied to the income attributable to the controlling interest (see Note 9) as the income attributable to the non-controlling interest is pass-through income. Prior to the Business Combination, the Company was not subject to income taxes due to its prior equity structure and was, instead, subject to pass through income taxes. The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company will continue to evaluate the realizability of our deferred tax assets and liabilities on a quarterly basis, and will adjust such amounts in light of changing facts and circumstances, including but not limited to future projections of taxable income, tax legislation, rulings by relevant tax authorities and the progress of ongoing tax audits, if any. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized in future periods. Holdings is a partnership for tax purposes. Pursuant to Holdings’ limited liability company agreement, Holdings makes pro rata tax distributions during each year to the members of Holdings. These distributions are based on the Company’s estimate of taxable income for each year, and are updated throughout the year. Tax distributions from Holdings are intended to provide each member of Holdings sufficient funds to meet tax obligations with respect to the taxable income of Holdings Company that is allocated to each member. The Holdings limited liability company agreement requires distributions to be calculated based on a tax rate equal to the highest combined marginal federal and applicable state or local statutory income tax rate applicable to an individual resident in New York City, New York, including the Medicare contribution tax on unearned income, taking into account all jurisdictions in which the Company is required to file income tax returns together with the relevant apportionment information subject to various adjustments.
Equity-Based Compensation	The Company has equity-based compensation plans and a profits interest which are described in more detail in Note 10. Compensation cost relating to equity-based awards as provided by the arrangements are recognized in the consolidated statements of operations over the requisite service period based on the grant date fair value of such awards. The Company determines the fair value of each option on the date of grant using the Black‑Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, forfeiture rate and expected dividend yield. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates, in order to derive the Company’s best estimate of awards ultimately expected to vest.
Earnout Consideration	As a result of the Business Combination, certain of Holdings' equity holders have the right to receive an aggregate of up to 7,500,000 additional (i) shares of the Company's class A common stock or (ii) Holdings' Units (and a corresponding number of shares of the Company's class B common stock), as applicable, in earnout consideration based on the achievement of certain stock price thresholds (collectively, the “Earnouts”). The valuation of the Earnouts was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The Company classifies the Earnouts as liabilities at their fair value on the consolidated balance sheet and adjusts the fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of Earnout consideration liability in the Company's consolidated statements of operations. A portion of the liability was considered compensation and fully expensed at December 27, 2021.
Warrant Liability	The Company accounts for the warrants in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value within warrant liability on the consolidated balance sheet and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of warrant liability in the Company's consolidated statements of operations. The Private Placement Warrants were valued using a Black-Scholes option pricing model. The Public Warrants were valued using the quoted market price as the fair value at the end of each balance sheet date. See Note 12 for more details.
Tax Receivable Liability	As a result of the Business Combination, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Holdings and holders of interests in Holdings as of the date of the Business Combination (the "TRA Holders"). Pursuant to the Tax Receivable Agreement, the Company is required to pay to the TRA Holders 90% of the amount of savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of the utilization of certain tax attributes.
Selling, General and Administrative	Selling, general and administrative (“SG&A”) expenses primarily include expenses related to salaries and commissions, transaction costs, and professional fees.
Net Income (Loss) 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. Effective April 1, 2022, the Company changed its methodology to apply the accounting policy to calculate the basic and diluted earnings per share as it determined that it would push down the changes in fair value of the mark-to-market liabilities related to the Company's warrants and earnout consideration liability to its operating subsidiary, Holdings, resulting in a change to the net income attributable to the controlling interest and non-controlling interest. 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 and vesting of the equity awards, exchange of the Class B units and Exchangeable Notes ("securities") only if the effect is not anti-dilutive. The Company has prospectively adopted this change in methodology to apply the accounting policy described above to allocate its net income and to calculate its basic and dilutive earnings per share. The Company has provided the appropriate disclosures as required in FASB ASC Topic 250-10, "Accounting Changes and Error Corrections".
Market and Credit Risk	Financial instruments that potentially subject the Company to credit risk consist principally of investments in cash, cash equivalents, short-term investments and accounts receivable. The Company’s primary exposure is credit risk on receivables as the Company does not require any collateral for its accounts receivable. Credit risk is the loss that may result from a trade customer’s or counterparty’s nonperformance. The Company uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, monitoring changes in a customer’s credit rating, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. The Company believes that its customers and counterparties will be able to satisfy their obligations under their contracts.The Company maintains cash, cash equivalents with approved federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution if required.
Fair Value Measurements	The Company determines fair value in accordance with ASC 820 which established a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market i.e. Level 1 to estimates determined using significant unobservable inputs i.e. Level 3. The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows: The standard describes three levels of inputs that may be used to measure fair value: •Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. •Level 2: Observable inputs other than unadjusted quoted prices in active markets for identical assets or liabilities such as: ◦Quoted prices for similar assets or liabilities in active markets ◦Quoted prices for identical or similar assets or liabilities in inactive markets ◦Inputs other than quoted prices that are observable for the asset or liability ◦Inputs that are derived principally from or corroborated by observable market data by correlation or other mean •Level 3: Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable, accounts payable, debt, warrants, earnout consideration and interest rate swap. Cash and cash equivalents consisted of bank deposits and short-term investments, such as money market funds, the fair value of which is based on quoted market prices, a Level 1 fair value measure. As of December 31, 2022 and December 31, 2021, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The fair value of the Company's debt approximates the carrying value for all periods presented. The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period.
Segments	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.
Recent Accounting Pronouncements	In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequently amended by ASU 2019-04 and ASU 2019-05 which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. This new standard amends the current guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. Expected credit losses are determined on the basis of how long a receivable has been outstanding (e.g., under 30 days, 31–60 days) as each customer has its own specific term. This method is used to estimate the allowance for bad debts on trade receivables. A trade receivable is considered past due when its past due one day over its specific payment term. The Company determines the write-offs of the allowance on a customer by customer approach. The Company has not experienced any significant write-offs in the past. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years with early adoption permitted. The Company adopted this guidance effective January 1, 2022. The adoption of this guidance did not have a material impact on the consolidated financial statements. In March 2022, the FASB issued ASU 2022-02, which eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors in ASC 310-402 and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancing and restructurings for borrowers experiencing financial difficulty. The amendments in ASU 2020-04 are effective for years beginning after December 15, 2022 for entities that have adopted CECL. The Company is evaluating the impact of this ASU on the Company's financial statements. On December 21, 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. ASU 2022- 06 extends the period of time financial statement preparers can utilize the reference rate reform relief guidance. In March 2020, the FASB had issued ASU 2020-04, Reference Rate Reform which provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate ("LIBOR"). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The objective of the guidance in ASC 848 is to provide temporary relief during the transition period. It included a sunset provision based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published as LIBOR phase out was delayed from a planned end of 2021 to June 30, 2023. Because the current relief may not cover a period of time during which a significant number of modifications may take place, the amendments in ASU 2022-06 defer the sunset date from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief. The amendments in ASU 2022-06 are effective for all entities upon issuance. On February 28, 2023, the Company amended its 2021 Credit Facility to, among other things, transition from bearing interest based on LIBOR to SOFR or the Alternate Base Rate (as defined in the 2021 Credit Facility), at the election of the Company, plus an applicable margin.

EQUITY COMPENSATION - Assumptions for Earnout Consideration (Details)	Dec. 27, 2021
Valuation date share price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout consideration, measurement input	9.95
Risk-free interest rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout consideration, measurement input	0.0098
Risk-free interest rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout consideration, measurement input	0.0112
Expected volatility \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout consideration, measurement input	0.5792
Expected volatility \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout consideration, measurement input	0.5888
Expected dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout consideration, measurement input	0
Expected forfeiture rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout consideration, measurement input	0
Expected term \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout consideration, measurement input	3
Expected term \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout consideration, measurement input	4

LEASES - Supplemental Cash Flow Information and Non-Cash Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$ 1,700	$ 1,272
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$ 5,104	$ 0

LEASES - Future Minimum Commitments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 2,149
2024	2,146
2025	2,176
2026	1,882
2027	912
Later years	1,205
Total lease payments	10,470
Less: Imputed interest	(858)
Present value of lease liabilities	$ 9,612

COMMITMENTS AND CONTINGENCIES (Details) - Related party, potential commissions due - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Feb. 28, 2021
Loss Contingencies [Line Items]
Payments for Legal Settlements	$ 10,259
Minimum
Loss Contingencies [Line Items]
Estimate of possible commission payments due		$ 4,000
Maximum
Loss Contingencies [Line Items]
Estimate of possible commission payments due		$ 14,000

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Interest income	$ 1,249	$ 0	$ 52

DEBT - Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 14,372
2024	18,750
2025	200,000
2026	130,000
Total debt	$ 363,122	$ 380,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnout Consideration (Details)	Dec. 27, 2021 shares
Accounting Policies [Abstract]
Earnout shares (in shares)	7,500,000

EQUITY COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

EQUITY COMPENSATION

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


	Years Ended December 31,
	2022		2021		2020
Stock option expense	$	1,228	$	1,310	$	1,415
Earnout consideration	—		$	4,610	—
Restricted stock unit expense	10,173		—		—
Employee stock purchase plan	25		—		—
Incentive units	39		193		433
Total stock-based compensation expense	$	11,465	$	6,113	$	1,848

Equity Incentive Plan

In connection with the business combination consummated on December 27, 2021, the Company established CompoSecure, Inc. 2021 Incentive Equity Plan (the “2021 Plan”) effective as of December 27, 2021. The purpose of the 2021 Plan is to provide eligible employees of the Company and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the Board of directors of the Company, with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, and other stock-based awards. The aggregate authorized number of shares of Class A common stock that may be issued or transferred as of December 31, 2022 under the Plan is 12,030,280 shares of Class A common stock plus the number of shares of Class A stock underlying grants issued under the Company’s existing amended and restated equity compensation Plan that expire, terminate or are otherwise forfeited without being exercised. Commencing with the first business day of each calendar year beginning in 2022, the aggregate number of shares of Class A Stock that may be issued or transferred under the Plan shall be increased by an amount of shares of Class A Stock equal to 4% of the aggregate number of shares of Class A stock and Class B stock outstanding as of the last day of the immediately preceding calendar year, or such lesser number of shares of Class A Stock as may be determined by the Board.

In the year ended December 31, 2022, under the 2021 plan, the Company granted Restricted stock units (“RSU”) to employees generally vesting over a period of two years and four years. RSUs granted to board of directors generally vest over a period of one year. The restricted stock will generally be forfeited upon termination of an employee prior to vesting. The fair value of each RSU is based on the market value of our stock on the date of grant. The Company also awarded 449,380 Performance stock units ("PSUs") to one officer in the year ended December 31, 2022, for which vesting was based on the achievement of certain performance targets. At the grant date, the Company performed a valuation which took into consideration all the key terms and conditions of the award under Topic 718. The valuation of the PSUs was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award.

The following assumptions were used to determine the grant date fair value for these PSUs as of the grant date:


	Year Ended
	12/31/2022
Valuation date share price	$	7.89
Risk-free interest rate	2.09% -2.14%
Expected volatility	67.59% - 70.30%
Expected dividends	0		%
Expected forfeiture rate	0		%
Expected term	3.0 - 4 years

A summary of RSU and PSU activity under the Plan during the year ended December 31, 2022 is presented below:

Restricted Stock and Performance Stock Units Activity



			Number of Shares
Outstanding at January 1, 2022			—
Granted			6,101,086
Vested			(50,190)
Forfeited			(104,450)
Nonvested at December 31, 2022			5,946,446

Employee Stock Purchase Plan

Effective December 27, 2021, the Board of Directors approved the Employee Stock Purchase Plan (the “ESPP”). The Company had authorized 2,411,452 aggregate number of shares of Class A Common Stock reserved for sale pursuant to the ESPP Plan as of December 31, 2022. The ESPP permits participating eligible employees to purchase class A common stock, with after-tax payroll deductions, on a quarterly basis at a 15% discount at the lower of the closing price of the Common Stock on the Nasdaq on the first day of the offering period or the last trading day of each purchase period. The Board may suspend or terminate the ESPP at any time to become effective immediately following the close of any offering period. As of December 31, 2022, there were 2,393,193 shares of Class A common stock remaining authorized for issuance under the ESPP. The Company will recognize the discount on the Common Stock issued under the ESPP as stock-based compensation expense in the period in which the employees will begin participating in the ESPP. As of December 31, 2021, employee contributions had not yet commenced. For the year ended December 31, 2022, the Company issued 18,259 shares and recognized compensation expense of $25.

Holdings' 2015 Incentive Plan

Holdings' May 2015 equity incentive Plan (the “2015 Plan”) provided for the grant of options, Class C unit appreciation rights, restricted Class C units, unrestricted Class C unit awards and other equity awards to certain employees and officers. The exercise price of unit options granted under the 2015 Plan was equal to the fair market value of the Holdings’ members’ equity at the date of grant. Options vest and become exercisable incrementally over a 5-year and 4-year period, depending on the grant. The options also provided for accelerating vesting if there is a change in control as described in the Plan agreement. The options expire on the 10th anniversary of the grant date Outstanding awards under the 2017 Plan continue to be subject to the terms and conditions of the 2017 Plan.

Upon consummation of the Business Combination on December 27, 2021 (see Note 3), Holdings amended and restated its 2015 Plan and the holders of issued and outstanding equity of 2015 Plan received a combination of cash consideration, certain newly-issued membership units of Holdings and shares of newly-issued class B common stock of the Company, which have no economic value, but entitle the holder to one vote per issued share and were issued on a one-for-one basis for each Holdings Unit retained by the holder following the Merger. All incentive units available for grants under the 2015 Plan at the time of the consummation will be made available for new award grants under the 2021 Plan and no further awards will be granted under the 2015 Plan. As a result, all of the options, 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 an option to purchase shares of class A common stock. Each converted options continue to have and be subject to substantially the same material terms and conditions as were applicable to such options under the 2015 Plan except that each converted option shall be exercisable for, and represent the right to acquire, that number of shares of Class A common stock equal to the product (rounded down to the nearest whole number) of (A) the number of Units subject to the converted option immediately before the merger effective time multiplied by (B) the equity award exchange Ratio at an exercise price per share equal to the quotient of (i) the exercise price per unit of such converted option immediately before the consummation of

the Business Combination divided by (ii) the Equity Award Exchange Ratio (rounding the resulting exercise price up to the nearest whole cent). Except as specifically provided in the Business Combination Agreement, following the Business Combination, each exchanged option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Holdings 2015 Plan immediately prior to the consummation of the Business Combination. As a result of the modification, all of 9,778 options outstanding right before the Business Combination were recapitalized into 6,823,006 options of which 1,413,235 were settled and 5,409,771 remained outstanding at December 31, 2021. A total of 644,226 options were exercised in the year ended December 31, 2022 and 4,765,545 options remained outstanding at December 31, 2022. There was no incremental expense recognized since the options were recapitalized with terms consistent with prior awards and there were no incremental changes to fair value. There were a total of twelve grantees affected by the recapitalization.

Earnout Consideration

As a result of the Business Combination, certain of Holdings' equity holders have the right to receive an aggregate of up to 7,500,000 additional (i) shares of the Company's class A common stock or (ii) Holdings' Units (and a corresponding number of shares of the Company's class B common stock), as applicable, in earnout consideration based on the achievement of certain stock price thresholds (collectively, the “Earnouts”). There were a total of 657,160 shares subject to ASC 718, or 328,580 shares for each Phase since they were issued to the Company's employees.

Upon the transaction date, a valuation was performed which took into consideration all the key terms and conditions of the award, including the fact that, under Topic 718, there is no requisite service period due to the fact that there is no service condition prospectively, and as of the grant date there is no service inception date preceding the grant date on which to base historical valuation or expense amortization. As such, the award is considered to be immediately vested from a service perspective, and is solely contingent on meeting the hurdles required for the award to be settled. Since there is no future substantive risk of forfeiture, all expenses associated with the awards were accelerated and recognized on December 27, 2021. There were a total of 657,160 shares subject to Topic 718 or 328,580 shares per Phase with an intrinsic value of $5,395 as of December 31, 2021. The Company recognized a total expense of $4,610 related to Earnouts in its consolidated statements of operations for the year ended December 31, 2021.

The valuation of the Earnouts was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The following assumptions were used to determine the grant date fair value for these Earnouts as of the closing date:


	Year Ended
	12/27/2021
Valuation date share price	$	9.95
Risk-free interest rate	0.98% - 1.12%
Expected volatility	57.92% - 58.88%
Expected dividends	0		%
Expected forfeiture rate	0		%
Expected term	3 - 4 years

Holdings' Options Valuation

Prior to the completion of the Business Combination the fair value of Holdings options was determined by using the Black-Scholes option valuation model based upon information available at the time of grant. The calculated value of each option award was estimated at the date of grant using the Black-Scholes option valuation model. The expected term

assumption reflected the period for which the Holdings believed the option will remain outstanding. This assumption was based upon the historical and expected behavior of the Holdings’ employees. Holdings had elected to use the calculated value method to account for the options it had issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. To determine volatility, the Holdings had used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflected the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant.

The assumptions utilized to calculate the value of the options granted for the year ended December 31, 2020 were as below:

December 31, 2020

Expected term

1 year

Volatility

44.00%

Risk-free rate

1.07%

Expected dividends

Expected forfeiture rate

Stock Options activity

Upon consummation of the Business Combination, Holdings' options were assumed by the Company and recapitalized. Because of the nature of the recapitalization in a Business Combination, the Company recalculated new fair values for the affected stock options and profits interest to preserve the total grant date fair value originally issued. All stock option activity was retroactively restated to reflect the exchanged options.

The following table sets forth the options activity under the Holdings' equity plan which was assumed by the Company and recapitalized for the year ended December 31, 2022:


	Number of Shares	Weighted Average Exercise Price Per Shares		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2022	5,409,771	$	1.27	4.1	$	37,542
Granted	—	—		—	—
Exercised	644,226	$	0.01		$	3,180
Outstanding at December 31, 2022	4,765,545	$	1.44	4.8	$	16,939
Vested and expected to vest at December 31, 2022	4,765,545	$	1.44	6.0	$	16,939
Exercisable at December 31, 2022	4,616,197	$	1.29	3.1	$	16,923

The weighted average calculated grant date fair value per time-vested option granted during the year ended December 31, 2020 was $6.36. The Company recognized approximately $1,228, $1,310, and $1,415 of compensation expense for the options in selling, general and administrative expenses in the accompanying consolidated statements of operations in 2022, 2021, and 2020, respectively.

The number of options exercisable and vested as of December 31, 2022, 2021, and 2020 were 4,616,197, 4,947,921 and 5,894,922 respectively. The weighted average exercise price of options exercisable and vested is $1.29, $1.26, and

$406.63 for years ended December 31, 2022, 2021, and 2020, respectively. The weighted average remaining contractual years term (years) per options exercisable as of December 31, 2022, 2021, and 2020 is 3.1, 3.9, and 4.9, respectively. Unrecognized compensation expense for the options of approximately $308 is expected to be recognized during the next two years.

Profits Interest (Incentive Units)

On May 11, 2017, the members of the Holdings executed a Limited Liability Company Agreement for an entity formed in 2016 titled CompoSecure Employee LLC. The purpose of the entity was to hold Operating Incentive units. In May 2017, the Company granted 1,320,765 incentive units with a profits interest hurdle of $232,232. No interests were granted during the period ended December 31, 2022. 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. The total class B common stock related to the conversion outstanding were 1,236,027 as of December 31, 2022.

The Company recognized approximately $39, $193, and $433 of compensation expense for the incentive units in selling, general and administrative expenses in the accompanying consolidated statements of operations in 2022, 2021, and 2020, respectively. No unrecognized compensation expense remained for the incentive units as of December 31, 2022.

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Computation of basic and diluted earnings per share

The following table sets forth the computation of net income used to compute basic net income per share of Class A common stock for the years ended December 31, 2022 and December 31, 2021, respectively. The basic and diluted earnings per share period for the year ended December 31, 2021, represents only the prorated period from December 27, 2021 to December 31, 2021, which represents the period wherein we had outstanding Class A common stock.


	Year Ended December 31,
	2022		2021
Basic and diluted:
Net income	$	131,815	$	83,414
Less: Net income attributable to non-controlling interest	113,158		80,260
Net income attributable to Class A Common shareholders	$	18,657	$	3,154
Plus: adjustment to net income due to net effect of equity awards, exchangeable notes and class B units	18,017		7,943
Net income attributable to Class A Common shareholders after adjustment	$	36,674	$	11,097
Weighted average common shares outstanding used in computing net income per share - basic	15,372,422		14,929,982
Plus: net effect of dilutive equity awards, exchangeable notes and class B units	17,182,895		79,639,876
Weighted average common shares outstanding used in computing net income per share - diluted	32,555,317		94,569,858
Net income per share—basic	$	1.21	$	0.21
Net income per share—diluted	$	1.13	$	0.12

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:


	Year Ended December 31, 2022	Year Ended December 31, 2021
Potentially dilutive securities:
Warrants	22,415,400	22,415,400
Class B common shares	60,325,057	—

Earnout consideration shares	7,500,000	7,500,000
Equity awards	3,461,502	—

Accounting Standards Update and Change in Accounting Principle

Below is a summary of the impact of the change in accounting policy for the period indicated:


	Year ended December 31, 2021				Year ended December 31, 2021
Income Statement Items:	As previously reported		Adjustment		As currently reported
Net income per share attributable to Class A common stockholders - basic (1)	$	0.91	$	(0.70)	$	0.21
Net income per share attributable to Class A common stockholders - diluted (1)	$	0.14	$	(0.02)	$	0.12
Net income attributable to CompoSecure, Inc. (2)	13,512		(10,358)		3,154
Net income attributable to redeemable non-controlling interests (2)	69,902		10,358		80,260

(1) The amounts for the year ended December 31, 2021 represent basic and diluted net income per share of Class A common stock for the prorated period from December 27, 2021 through December 31, 2021, the period following the Business Combination described in Note 1.

(2) Net income attributable to CompoSecure, Inc. for the year ended December 31, 2021 was equal to net income for the period subsequent to the Business Combination for the prorated period from December 27, 2021 through December 31, 2021. Net income attributable to non-controlling for the year ended December 31, 2021 is equal to net income for the period from January 1, 2021 through December 31, 2021.

DEBT - Balances Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Total debt	$ 363,122	$ 380,000
Less: current portion of term loan (scheduled payments)	(14,372)	(12,500)
Less: debt discount and debt issuance costs, net	(5,126)	(7,471)
Total long-term debt	343,624	360,029
Derivative liability - redemption with make-whole provision	$ 285	$ 552

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

EARNINGS PER SHARE - Antidilutive Shares (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	22,415,400,000	22,415,400
Class B common shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	60,325,057	0
Earnout consideration shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	7,500,000,000	7,500,000
Equity awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	3,461,502,000	0

INCOME TAXES - Components of Benefit for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 1,140	$ 0
State	27	0
Current	1,167	0
Deferred:
Federal	3,477	(856)
State	(284)	(1)
Deferred	3,193	(857)	$ 0
Total Provision (benefit) from income taxes	4,360	(857)	$ 0
Federal	1,140	0
State	27	0
Current Income Tax Expense (Benefit)	$ 1,167	$ 0

- Definition

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

+ References + Details

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 131,815	$ 83,414	$ 77,815
Other comprehensive income, net:
Unrealized gain on derivative - interest rate swap (net of tax)	8,283	0	0
Total other comprehensive income, net	8,283	0	0
Comprehensive income	$ 140,098	$ 83,414	$ 77,815

- 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

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (usd per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (shares)	10,000,000	10,000,000
Preferred stock, issued (shares)	0	0
Preferred stock, outstanding (shares)	0	0
Class A Common Stock
Common stock, par value (usd per share)	$ 0.0001	$ 0.0001
Common stock, authorized (shares)	250,000,000	250,000,000
Common stock, issued (shares)	16,446,748	14,929,982
Common stock, outstanding (shares)	16,446,748	14,929,982
Class B Common Stock
Common stock, par value (usd per share)	$ 0.0001	$ 0.0001
Common stock, authorized (shares)	75,000,000	75,000,000
Common stock, issued (shares)	60,325,057	61,136,800
Common stock, outstanding (shares)	60,325,057	61,136,800

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net income	$ 131,815	$ 83,414	$ 77,815
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	8,575	10,428	9,916
Equity-based compensation expense	11,465	6,113	1,848
Inventory reserve	1,668	600	1,157
Amortization of deferred finance costs	2,345	1,654	842
Change in fair value of earnout consideration liability	(23,337)	(9,575)	0
Revaluation of warrant liability	(18,930)	(3,485)	0
Change in fair value of derivative liability	(266)	0	0
Deferred tax benefit	3,193	(857)	0
Changes in assets and liabilities
Accounts receivable	(9,347)	(19,133)	10,249
Inventories	(18,237)	3,792	(12,866)
Prepaid expenses and other assets	(1,228)	(1,519)	(94)
Accounts payable	68	4,637	(456)
Accrued expenses	23	1,665	332
Deposits and other assets	(14)	0	0
Other liabilities	4,990	46	(1,681)
Net cash provided by operating activities	92,783	77,780	87,062
Cash flows from investing activities
Acquisition of property and equipment	(9,053)	(4,746)	(7,501)
Net cash used in investing activities	(9,053)	(4,746)	(7,501)
Cash flows from financing activities
Business combination and PIPE financing	0	60,826	0
Proceeds from employee stock purchase plan and exercise of equity awards	82	0	0
Proceeds from convertible notes	0	127,400	0
Proceeds from line of credit	0	0	20,000
Payment of line of credit	(15,000)	(5,000)	0
Proceeds from term loan	0	250,000	117,500
Payment of term loan	(16,878)	(240,000)	(10,500)
Payment of tax receivable agreement liability	(110)	0	0
Deferred finance costs related to debt origination	0	(1,860)	(3,199)
Distributions pursuant to the business combination	0	(218,300)	0
Distributions	(36,293)	(22,334)	(216,668)
Issuance cost related to business combination	(23,833)	(15,244)	0
Net cash used in financing activities	(92,032)	(64,512)	(92,867)
Net increase (decrease) in cash and cash equivalents	(8,302)	8,522	(13,306)
Cash and cash equivalents, beginning of period	21,944	13,422	26,728
Cash and cash equivalents, end of period	13,642	21,944	13,422
Supplementary disclosure of cash flow information:
Cash paid for interest expense	21,379	10,101	5,317
Supplemental disclosure of non-cash financing activities:
Derivative asset - interest rate swap	8,651	0	0
Issuance costs payable	$ 0	$ 23,107	$ 0

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	248
Auditor Name	GRANT THORNTON LLP
Auditor Location	Iselin, New Jersey

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

The Company recorded income tax provision of $4,360 for the year ended December 31, 2022 and income tax benefit of $857 for the prorated period from December 27, 2021 to December 31, 2021. No provisions/benefits were made for federal or state income taxes for the year ended December 31, 2020 as prior to the Business Combination, the Company was not subject to income taxes due to the then equity structure of the Company and was subject to pass through income taxes. Federal, state and local income tax returns for years prior to 2019 are no longer subject to examination by tax authorities. The Company is currently under audit by federal tax authorities for fiscal 2020. There have been no proposed adjustments at this stage of the examination.The examination is expected to be finalized in fiscal 2023. The Company does not expect any material impact to the financial statements due to settlement of this audit.

Income before the provision and benefit for income taxes as shown in the accompanying consolidated statements of operations is as follows:


	Years Ended December 31,
	2022		2021		2020
Income before income taxes	$	136,175	$	82,557	$	77,815
Income before income taxes attributable to period subsequent to business combination for the year ended December 31, 2021 (1)	$	—	$	12,206	$	—

(1) The income before income taxes for the year ended December 31, 2021 was attributable only to prorated period subsequent to the consummation of the Business Combination on December 27, 2021.

The Company calculated income taxes on prorated income only for the days remaining subsequent to the Business Combination for the year ended December 31, 2021. The components of the benefit for income taxes for the year ended December 31, 2022 and December 31, 2021 consisted of the following:


	Year Ended December 31,
	2022		2021
Current:
Federal	$	1,140	$	—
State	27		—
	1,167		—
Deferred:
Federal	3,477		(856)
State	(284)		(1)
	3,193		(857)
Total Provision (benefit) from income taxes	$	4,360	$	(857)

The reconciliation of income taxes at the federal statutory rate to provision for income taxes for the years ended December 31, 2022 and December 31, 2021 were as follows:


	Year Ended December 31,
	2022		2021
U.S. federal statutory tax rate	21.00	%	21.00	%
State taxes	0.28	%	0.03	%
Valuation allowances	1.11	%	—	%
NCI adjustment	(17.52)	%	(18.53)	%
Permanent differences	(0.64)	%	(3.35)	%
OCI Adjustment	(0.27)	%	—	%
Other temporary differences	(0.76)	%	—	%
Effective income tax rate	3.20	%	(0.85)	%

The Company’s overall effective tax rate is affected primarily by the non-controlling interest adjustment as the income attributable to the non-controlling interest is pass-through income.

Provisions have been made for deferred taxes based on the differences between the basis of the assets and liabilities for financial statement purposes and the basis of the assets and liabilities for tax purposes using currently enacted tax rates and regulations that will be in effect when the differences are expected to be recovered or settled.

The components of the deferred tax assets were as follows:


	Year Ended December 31,
	2022		2021
Deferred Tax Assets:
Investment in Holdings	$	32,256	$	29,102
Imputed Interest	686		623

Earnout consideration liability	—		970

Net operating loss carryforward	—		819
Total deferred tax assets	$	32,942	$	31,514
valuation allowance	(7,373)		(5,864)
Total deferred tax assets net of valuation allowance	$	25,569	$	25,650

The deferred taxes primarily result from the Business Combination where the Company recorded a carryover basis on all assets for financial accounting purposes and a fair value step-up on a portion of the assets for income tax purposes. The Company’s deferred tax asset was reviewed for expected utilization using a “more likely than not” approach by assessing the available positive and negative evidence surrounding its recoverability. Accordingly, a valuation allowance has been recorded against the Company’s deferred tax asset, as it was determined that it was “more likely than not” that the Company’s deferred tax assets would not be fully realized. As of December 31, 2022, the Company determined that considering all of these factors, a $7,373 valuation allowance would be established, an increase in valuation allowance of $1,509 compared to the year ended December 31, 2021. The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be utilized, and will reduce the valuation allowance appropriately at such time when it is determined that the “more likely than not” criteria is satisfied.

There were no significant uncertain tax positions taken, or expected to be taken, in a tax return that would be determined to be an unrecognized tax benefit taken or expected to be taken in a tax return that should have been recorded on the Company’s financial statements for the years ended December 31, 2022 or 2021. Additionally, there were no interest or penalties outstanding as of the fiscal year ended December 31, 2022.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). Under the provisions of the CARES Act, the Company is eligible for a refundable employee retention credit subject to certain criteria. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when realized under ASC 450-30. Accordingly, the Company recorded a $1,291 employee retention credit during the year ended December 31, 2022, which is reported as other income in the statements of operations.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

STOCK-BASED COMPENSATION - Restricted Stock and Performance Stock Unit, and Earnouts Activity (Details) - Restricted stock and performance stock units	12 Months Ended
	Dec. 31, 2022 shares
Number of Shares
Nonvested (in shares)	0
Incentive units granted (in shares)	6,101,086
Vested (in shares)	(50,190)
Forfeited (in shares)	(104,450)
Nonvested (in shares)	5,946,446

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHAREBasic net income per share has been computed by dividing net income attributable to class A common shareholders for the periods subsequent to the Business Combination by the weighted average number of shares of common stock outstanding for the same period. Diluted earnings per share of Class A common stock were computed by dividing net income available to CompoSecure, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. No earnings per share is presented for the year ended December 31, 2020 as only the Class B common shares would have been outstanding in historical periods pursuant to the reverse recapitalization and the Class B common shares do not participate in the Company's income or loss and are therefore not participating securities.


	Year Ended December 31,
	2022		2021
Basic and diluted:
Net income	$	131,815	$	83,414
Less: Net income attributable to non-controlling interest	113,158		80,260
Net income attributable to Class A Common shareholders	$	18,657	$	3,154
Plus: adjustment to net income due to net effect of equity awards, exchangeable notes and class B units	18,017		7,943
Net income attributable to Class A Common shareholders after adjustment	$	36,674	$	11,097
Weighted average common shares outstanding used in computing net income per share - basic	15,372,422		14,929,982
Plus: net effect of dilutive equity awards, exchangeable notes and class B units	17,182,895		79,639,876
Weighted average common shares outstanding used in computing net income per share - diluted	32,555,317		94,569,858
Net income per share—basic	$	1.21	$	0.21
Net income per share—diluted	$	1.13	$	0.12

Basic earnings per share for the year ended December 31, 2022 was calculated by dividing net income attributable to Class A Common shareholders of $18,657 divided by 15,372,422 of weighted average Class A common shares outstanding at December 31,2022. Diluted earnings per share was calculated by dividing net income adjusted for net effects of dilutive equity awards and exchangeable notes of $36,674, divided by 32,555,317 of weighted average common shares after adjusting for the net effects of dilutive equity awards and exchangeable notes outstanding at December 31, 2022.

Basic earnings per share for the year ended December 31, 2021 was calculated by dividing net income attributable to Class A Common shareholders of $3,154 divided by 14,929,982 of weighted average Class A common shares outstanding at December 31, 2021. Diluted earnings per share was calculated by dividing net income adjusted for net effects of dilutive equity award, exchangeable notes and Class B units of $11,097 divided by 94,569,858 of weighted average common shares after adjusting for the net effects of dilutive equity awards, exchangeable notes and Class B units outstanding at December 31, 2021.

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:


	Year Ended December 31, 2022	Year Ended December 31, 2021
Potentially dilutive securities:
Warrants	22,415,400	22,415,400
Class B common shares	60,325,057	—

Earnout consideration shares	7,500,000	7,500,000
Equity awards	3,461,502	—

Change in Accounting Policy for net income per share:

Effective April 1, 2022, the Company had changed its methodology to apply its accounting policy to calculate the basic and diluted earnings per share as well as determined that it would push down the changes in fair value of the mark-to-market liabilities that related to the Company's warrants and earnout consideration liability to its operating subsidiary, Holdings, resulting in a change to the net income attributable to the controlling and non-controlling interest.

The Company observed diversity in practice due to lack of specific guidance in ASC 810 related to earnings per share due to the Company's Up-C structure. The method adopted effective April 1, 2022 was voluntary and more appropriately represented the economics of the net income allocation upon the conversion of the potential dilutive instruments due to the fact that the issuance of Class A Common Stock would result with a corresponding issuance of a Class A Common Unit in Holdings. Further, for similar reasons, pushing down the changes in fair value of the mark-to-market liabilities to Holdings, and therefore allocating the changes between the controlling and non-controlling interest would provide more appropriate information to the users of the financial statements. The Company determined that, accordingly, this change would more appropriately reflect the allocation of the consolidated Company’s net assets between the controlling and non-controlling interest, and the respective basic and dilutive earnings per share presented in the Company’s consolidated financial statements.

Below is a summary of the impact of the change in accounting policy for the period indicated:


	Year ended December 31, 2021				Year ended December 31, 2021
Income Statement Items:	As previously reported		Adjustment		As currently reported
Net income per share attributable to Class A common stockholders - basic (1)	$	0.91	$	(0.70)	$	0.21
Net income per share attributable to Class A common stockholders - diluted (1)	$	0.14	$	(0.02)	$	0.12
Net income attributable to CompoSecure, Inc. (2)	13,512		(10,358)		3,154
Net income attributable to redeemable non-controlling interests (2)	69,902		10,358		80,260

EQUITY COMPENSATION - Summary of Fair Value Expectations (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation date share price	$ 4.91		$ 8.21
Risk-free interest rate	2.09%
Risk-free interest rate	2.14%
Expected volatility	67.59%
Expected volatility	70.30%
Expected dividends	0.00%	0.00%
Expected forfeiture rate	0.00%	0.00%
Expected term		1 year
Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term	3 years
Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term	4 years
Performance Stock Unit
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation date share price	$ 7.89

LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amended the guidance in former ASC Topic 840, Leases. The Company adopted the new lease guidance effective January 1, 2021 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information was not updated and the disclosures required under the new standard were not provided for dates and periods before January 1, 2021. The Company elected the package of practical expedients which permits to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change the Company’s previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of ROU assets of $6,298 and lease liabilities of $6,875 at January 1, 2021. The difference between the ROU assets and the lease liabilities were primarily due to unamortized lease incentive and deferred rent related to the Company’s operating leases at December 31, 2020.

The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized its incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2021, i.e. the date of adoption. The Company utilized a synthetic credit rating model including fundamental analysis per S&P Global Market Intelligence. The Company then utilized the Bloomberg BVAL Pricing Source to determine the option-adjusted spread and added the United States Treasury Constant Maturity for the applicable terms to determine the term structure of the IBR. Based on these calculations, the Company determined applicable discount rates for various points along the yield curve as of January 1, 2021. As a reasonableness check for the yield curve, the Company considered its revolving credit agreement amendment on November 5, 2020, which extended the term of the agreement through November 5, 2023. The base interest rate on the term loan under such credit facility was calculated as LIBOR plus 300 bps which approximated 3.4%. This rate was generally consistent with the yield curve derived, thus the Company determined that the yield curve was appropriate for determining the discount rates for its leases. The Company then interpolated the discount rates in the yield curve to determine the discount rate for each of its existing leases at January 1, 2021.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred, if any. The Company’s lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 7 years, some of which include options to extend the lease term for up to 5 years. The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, the Company will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease.

Operating Leases

The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion.

Effective April 1, 2012, the Company entered into a 10 - year lease for its office and manufacturing facilities in Somerset, New Jersey terminating in 2022. The lease contains escalating rental payments, exclusive of required payments for increases in real estate taxes and operating costs over base period amounts. The agreement provides for a 5 year renewal option. The lease provides for monthly payments of rent during the lease term. These payments consist of base rent, and additional rent covering customary items such as charges for utilities, taxes, operating expenses, and other facility fees and charges. The base rent is currently approximately $338 per year, which reflects an annual 3% escalation factor. The Company exercised its renewal option in December 2020.

Effective August 1, 2014, the Company entered into a 4-year lease for additional office and manufacturing space in Somerset, New Jersey terminating on July 31, 2018. The lease contains escalating rental payments. The Company has the option to extend the term for two periods of two years each. The Company had exercised both renewal options with last one exercised in 2020 for additional three years expiring on August 31, 2023. The base rent is currently approximately $106 per year, which reflects an annual 3% escalation factor.

Effective June 16, 2016, the Company entered into a 10-year lease for a new facility. The lease contains escalating rental payments and terminates on September 30, 2026. The agreement also provides for a renewal option at a fixed rate. The base rent is currently approximately $850 per year, which reflects an annual 3% escalation factor.

Effective May 1, 2022, the Company entered into a 7-year lease for a new facility primarily for warehouse operations in Somerset, New Jersey terminating in 2029. The lease contains escalating rental payments, exclusive of required payments for increases in real estate taxes and operating costs over base period amounts. The agreement provides for two five year renewal options. The lease provides for monthly payments of rent during the lease term. These payments consist of base rent, management fee and additional rent covering customary items such as charges for utilities, taxes, operating expenses, and other facility fees and charges. The base rent is currently approximately $686 per year, which reflects an annual 3.8% escalation factor.

Effective July 1, 2022, the Company entered into a 3-year lease for a new office facility in Somerset, New Jersey terminating in 2025. The lease contains escalating rental payments, exclusive of required payments for increases in real estate taxes and operating costs over base period amounts. The agreement provides for one five year renewal option. The lease provides for monthly payments of rent during the lease term. These payments consist of base rent and additional rent covering customary items such as charges for utilities, taxes, operating expenses, and other facility fees and charges. The base rent is currently approximately $147 per year, which reflects an annual 3% escalation factor.

The Company’s leases have remaining lease terms of 1 to 7 years. The Company does not include any renewal options in lease terms when calculating lease liabilities as the Company is not reasonably certain that it will exercise these options. Two of our leases include the early termination option in the lease term, however, it was not included in the lease terms when calculating the lease liability since the Company determined that it is reasonably certain it will not terminate the leases prior to the termination date.

The weighted-average remaining lease term for our operating leases was 5 years at December 31, 2022. The weighted-average discount rate was 3.84% at December 31, 2022.

ROU assets and lease liabilities related to our operating leases are as follows:


	Balance Sheet Classification	December 31, 2022		December 31, 2021
Right-of-use assets	Right of use assets	$	8,932	$	5,246
Current lease liabilities	Current portion of lease liabilities	1,846		1,119
Non-current lease liabilities	Non-current portion of lease liabilities	7,766		4,709

The Company has lease agreements that contain both lease and non-lease components. The Company accounts for lease components together with non-lease components (e.g., common-area maintenance). Variable lease costs are based on day to day common-area maintenance costs related to the lease agreements and are recognized as incurred.

The components of lease costs were as follows:


	Year Ended December 31, 2022		Year Ended December 31, 2021
Operating lease cost	$	1,854	$	1,305
Variable lease cost	653		444
Total lease cost	$	2,507	$	1,749

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


2023	$	2,149
2024	2,146
2025	2,176
2026	1,882
2027	912
Later years	1,205
Total lease payments	10,470
Less: Imputed interest	(858)
Present value of lease liabilities	$	9,612

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:


	Year Ended December 31, 2022		Year Ended December 31, 2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	1,700	$	1,272
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	5,104	$	—

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Incentive Distribution Made to Managing Member or General Partner [Line Items]
Tax distributions received	$ 8,141
Holdings LLC
Incentive Distribution Made to Managing Member or General Partner [Line Items]
Payments of tax distributions	44,434
Holdings LLC \| All Other Members
Incentive Distribution Made to Managing Member or General Partner [Line Items]
Payments of tax distributions	$ 36,293

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	12 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total	$ 85,866	$ 76,813
Less: Accumulated depreciation and amortization	(63,211)	(54,636)
Property and equipment, net	$ 22,655	22,177
Minimum
Property, Plant and Equipment [Line Items]
Useful life	1 year
Maximum
Property, Plant and Equipment [Line Items]
Useful life	10 years
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total	$ 64,626	59,437
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]
Total	$ 987	955
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]
Total	$ 927	925
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]
Total	$ 11,993	11,358
Vehicles
Property, Plant and Equipment [Line Items]
Useful life	5 years
Total	$ 264	264
Software
Property, Plant and Equipment [Line Items]
Total	$ 2,924	2,889
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]
Total	$ 4,145	$ 985

GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Geographical Revenue Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 378,476	$ 267,948	$ 260,586
Domestic
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	295,423	218,441	213,982
International
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 83,053	$ 49,507	$ 46,604

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

DEBT - Narrative (Details)				1 Months Ended	12 Months Ended
DEBT - Narrative (Details)	Feb. 28, 2023	Apr. 19, 2021 USD ($) day $ / shares	Jan. 01, 2021	Jan. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Dec. 27, 2021 USD ($) $ / shares	Nov. 30, 2020 USD ($) lender	Jul. 31, 2019 USD ($)
Debt Instrument [Line Items]
Common stock, par value (usd per share) \| $ / shares								$ 0.0001
Derivative liability - redemption with make-whole provision					$ 285,000	$ 552,000
Change in fair value of derivative liability - convertible notes redemption make-whole provision					266,000	0	$ 0
Interest expense					14,188,000	11,928,000	6,142,000
Payment of term loan					16,878,000	240,000,000	$ 10,500,000
Total long-term debt					$ 343,624,000	360,029,000
Derivative, gain loss) on derivative, net				$ 400,000
DerivativeGainLossStatementOfIncomeOrComprehensiveIncomeExtensibleEnumerationNotDisclosedFlag					gain upon the settlement
Derivative notional amount					$ 125,000,000
Derivative asset - interest rate swap				$ 0	8,651,000
Level 3
Debt Instrument [Line Items]
Derivative liability - redemption with make-whole provision					285,000	552,000
Derivative asset - interest rate swap					8,651,000
2016 Credit Facility
Debt Instrument [Line Items]
Debt issuance costs						1,800,000			$ 3,200,000
Number of lenders \| lender									1
Maximum borrowing capacity						$ 310,000,000			$ 300,000,000
Payment of term loan					$ 13,753,000
2016 Credit Facility \| Prime rate
Debt Instrument [Line Items]
Basis spread on variable interest rate					2.00%
2016 Credit Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable interest rate					3.00%
Class A Common Stock
Debt Instrument [Line Items]
Common stock, par value (usd per share) \| $ / shares					$ 0.0001	$ 0.0001
Exchangeable Notes
Debt Instrument [Line Items]
Face amount		$ 130,000,000
Conversion price (usd per share) \| $ / shares		$ 11.50
Interest rate		7.00%
Term		5 years
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		0.0999999
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%
Derivative liability - redemption with make-whole provision								$ 552,000
Interest expense					$ 9,536,000	$ 200,000
Effective interest rate					7.40%
Debt issuance costs		$ 2,600,000
Line of credit and term loan
Debt Instrument [Line Items]
Effective interest rate					5.15%	3.65%
Line of credit
Debt Instrument [Line Items]
Basis spread on variable interest rate			3.00%
Line of credit \| 2016 Credit Facility \| Revolver
Debt Instrument [Line Items]
Maximum borrowing capacity										$ 60,000,000
Annual commitment fee percentage					0.40%
Total long-term debt					$ 0	$ 15,000,000
Line of credit facility, remaining borrowing capacity					$ 60,000,000
Line of credit \| 2021 Credit Facility \| LIBOR \| Subsequent Event \| Minimum
Debt Instrument [Line Items]
Basis spread on variable interest rate	2.00%
Line of credit \| 2021 Credit Facility \| LIBOR \| Subsequent Event \| Maximum
Debt Instrument [Line Items]
Basis spread on variable interest rate	3.00%
Line of credit \| 2021 Credit Facility \| Secured Overnight Financing Rate (SOFR) \| Subsequent Event \| Minimum
Debt Instrument [Line Items]
Basis spread on variable interest rate	2.00%
Line of credit \| 2021 Credit Facility \| Secured Overnight Financing Rate (SOFR) \| Subsequent Event \| Maximum
Debt Instrument [Line Items]
Basis spread on variable interest rate	3.00%
Term loan \| 2016 Credit Facility
Debt Instrument [Line Items]
Face amount						$ 250,000,000			$ 240,000,000

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

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
December 31, 2022
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	—	$	8,651	$	8,651
Liabilities Carried at Fair Value:
Public warrants	8,105		—		—		8,105
Private warrants	—		—		8,236		8,236
Earnout consideration	—		—		15,090		15,090
Derivative liability - redemption with make-whole provision	—		—		285		285
December 31, 2021
Liabilities Carried at Fair Value:
Public warrants	$	17,714	$	—	$	—	$	17,714
Private warrants	—		—		17,557		17,557
Earnout consideration	—		—		38,427		38,427
Derivative liability - redemption with make-whole provision	—		—		552		552

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 7.

Warrant Liability

As a result of the Business Combination, the Company had assumed 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 our balance sheet. The warrant liabilities were remeasured at fair value with changes in fair value presented within revaluation of warrant liabilities in the statement of operations.

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


						Warrant Liabilities


Assumed warrant liability upon business combination at December 27, 2021						38,756
Change in estimated fair value						(3,485)
Estimated fair value at December 31, 2021						35,271
Change in estimated fair value						(18,930)
Estimated fair value at December 31, 2022						16,341

The Public Warrants were valued using the quoted market price as the fair value at the end of each balance sheet date. The Private Placement Warrants were valued using the Black Scholes Option Pricing Model.

The following assumptions were used to determine the fair value of the private warrants for the periods indicated below:


	12/31/2022			12/31/2021
Exercise Price	$	11.50		$	11.50
Risk-free interest rate	4.15		%	1.26		%
Expected volatility	45		%	33		%
Expected dividends	0		%	0		%
Expected term (years)	4.0 years			4.9 years
Common Stock market value	$	4.91		$	8.21

The fair value of warrants 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.

Earnout Consideration

Holdings' equity holders have the right to receive an aggregate of up to 7,500,000 additional (i) shares of the Company's class A common stock or (ii) Holdings Units (and a corresponding number of shares of the Company's class B common stock), as applicable, in Earnout consideration based on the achievement of certain stock price thresholds. See also Note 10. Earnout consideration liabilities held by Holdings' holders (not including the holders under ASC 718) were determined to be derivative instruments in accordance with ASC 815 and were accounted as derivative liabilities, initially valued at fair value in accordance with ASC 815-40-30-1. Subsequently, the liability for Earnouts will be remeasured at each reporting period at fair value, with changes in fair value recorded in earnings in accordance with ASC 815-40-35-4. The Company established the initial fair value for the earnouts at the closing date on December 27, 2021 using a Monte Carlo simulation model. The Company remeasured the fair value of the earnouts at December 31, 2021 and December 31, 2022. The following table provides a reconciliation of the ending balances for the earnout consideration liabilities remeasured at fair value:


	Earnout Consideration Liability

Fair value recognized upon business combination	$	48,002
Change in estimated fair value	(9,575)
Estimated fair value at December 31, 2021	$	38,427
Change in estimated fair value	(23,337)
Estimated fair value at December 31, 2022	$	15,090

The following assumptions were used to determine the fair value of the Earnout considerations for the periods indicated below:


	12/31/2022			12/31/2021
Valuation date share price	$	4.91		$	8.21
Risk-free interest rate	4.22% - 4.41%			0.97% - 1.12%
Expected volatility	75% - 80%			67.5		%
Expected dividends	0		%	0		%
Expected term (years)	2 - 3 years			3 - 4 years

The fair value of Earnout consideration liabilities have 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 + Details

EQUITY COMPENSATION - Assumptions for Options Granted (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2020
Share-Based Payment Arrangement [Abstract]
Expected term		1 year
Volatility		44.00%
Risk-free rate		1.07%
Expected dividends	0.00%	0.00%
Expected forfeiture rate	0.00%	0.00%

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Tax Receivable Agreement Maturity

As of December 31, 2022, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement:


2023	$	2,367
2024	1,417
2025	1,431
2026	1,460
2027	1,491
Later years	18,676
Total payments	$	26,842

INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 43,313	$ 27,474
Work in process	2,892	582
Finished goods	450	363
Inventory reserve	(4,281)	(2,613)
Inventory, Net, Total	$ 42,374	$ 25,806

INCOME TAXES - Reconciliation of Taxes at the Federal Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal statutory tax rate	21.00%	21.00%
State taxes	0.28%	0.03%
Valuation allowances	1.11%	0.00%
NCI adjustment	(17.52%)	(18.53%)
Permanent differences	(0.64%)	(3.35%)
OCI Adjustment	(0.27%)	0.00%
Other temporary differences	(0.76%)	0.00%
Effective income tax rate	3.20%	(0.85%)

DEBT

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT

Exchangeable Senior Notes

On April 19, 2021, concurrently with the execution of the Merger Agreement, the Company and its wholly owned 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 the Closing Date of the Business Combination, senior notes (the “Exchangeable Notes”) issued by the Company and guaranteed by the Company's wholly owned subsidiary, Holdings in an aggregate principal amount of up to $130,000 that are 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 entered by the Company and its wholly owned subsidiary, Holdings and the trustee under the Indenture. The Exchangeable Notes will bear interest at a rate of 7% per annum, payable semiannually in arrears. The Exchangeable Notes will mature in five years 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, 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 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.

Exchangeable Notes contains customary anti-dilution adjustments, taking into account the agreed terms in Indenture. To avoid doubt, among other customary adjustments, this will include anti-dilution protections for dividends and distributions of the Company's capital stock, assets and indebtedness. Per 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 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 day s 91-180 after the occurrence of such an event of default.

The Company assessed all 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. The fair value of the optional redemption with a make-whole provision feature derivative was determined based on the difference between the fair value of the notes with the redemption with a make-whole provision feature and the fair value of the notes without the redemption with a make-whole provision feature. The Company employed a Lattice model and to determine that the fair value of the derivative upon issuance of the Exchangeable Notes was $552 and recorded this amount as derivative liability with an offsetting amount as a debt discount as a reduction to the carrying value of the notes on the closing date, or December 27, 2021. The optional redemption with a make-whole provision feature will be measured at fair value on a quarterly basis and the change in the fair value for the period will be recorded on the consolidated statements of operations. The Company determined that the change in fair value from December 27, 2021 to December 31, 2021 was not material. The Company performed a valuation of the derivative liability for the year ended December 31, 2022 and determined that the fair value of the derivative liability was $285 at December 31, 2022 representing a change in fair value of $266 for the year ended December 31, 2022.

The Company determined that the expected life 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 converted in accordance with their terms prior to such date. For the year ended December 31, 2022 and December 31,2021, the Company recognized $9,536 and $200, respectively, of interest expense related to the Exchangeable Notes at the effective interest rate of 7.4%. The fair value of the Company’s Exchangeable Notes approximate the carrying value of the debt.

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 life of the Exchangeable Notes using the effective interest method.

Term Loan

In November of 2020, the Company through its wholly-owned subsidiary Holdings entered into a new agreement with JPMC to refinance its then existing July 2019 credit facility, increasing the maximum aggregate amount available under the term loan to $240,000 bringing total credit facility to $300,000. In addition, the maturity date of both the revolver and term loan was amended to November 5, 2023. This amendment was accounted for as a modification and approximately $3,200 of additional costs incurred in connection with the modification capitalized as debt issuance costs. In connection with the amendment, the prior outstanding balance were paid-off. Further, one of the lenders in the original agreement did not participate in the amended debt agreement. As such, the balance related to that lender was written off by the Company.

In December of 2021, the Company entered into a new agreement with JPMC to refinance its then existing November 2020 credit facility, increasing the maximum aggregate amount available under the term loan to $250,000 bringing total credit facility to $310,000. In addition, the maturity date of both the revolver and term loan was amended to December 16, 2025. This amendment was accounted for as a modification and approximately $1,800 of additional costs incurred in connection with the modification capitalized as debt issuance costs.

Interest on the Revolver and Term Loan were based the outstanding principal amount during the interest period multiplied by the fluctuating bank prime rate plus the applicable margin of 2.00% or for portions of the debt converted to Euro Loans, the quoted LIBOR rate plus the applicable margin of 3.00%. At December 31, 2022 and 2021, the effective interest rate on the Revolver and Term Loan was 5.15% and 3.65% per annum, respectively. Interest is payable monthly in arrears or upon maturity of the Euro loans that can run 30, 90, 120, 180 day time periods. The Company must pay quarterly an annual commitment fee of 0.40% on the unused portion of the $60 million Revolver commitment.

The 2021 Credit Facility is secured by substantially all of the assets of the Company. The terms of the credit facility imposes financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio. At December 31, 2022, the Company was in compliance with all financial covenants.

The Company recognized $14,188, $11,928 and $6,142, of interest expense related to the Exchangeable Notes, Revolver and Term Loan for the years ended December 31, 2022, 2021, and 2020, respectively.

The terms of 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. The Company made an excess cash flow payment of $13,753 related to the credit facilities in the year ended December 31, 2022 per the terms of the facilities. At December 31, 2022 and December 31, 2021, the Company was in compliance with all financial covenants.

As of December 31, 2022 and December 31, 2021, there were $0 and $15,000 balances outstanding on the Revolver. At December 31, 2022, there was $60,000 of availability for borrowing under the Revolver.

The balances payable under all borrowing facilities are as follows:


	December 31, 2022		December 31, 2021
Total debt	$	363,122	$	380,000
Less: current portion of term loan (scheduled payments)	(14,372)		(12,500)
Less: debt discount and debt issuance costs, net	(5,126)		(7,471)
Total long-term debt	$	343,624	$	360,029
Derivative liability - redemption with make-whole provision	$	285	$	552

The maturity of the all the borrowings facilities is as follows:


Years
2023	$	14,372
2024	18,750
2025	200,000
2026	130,000
Total debt	$	363,122

The Company is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, the Company had entered into an interest rate swap agreement on November 5, 2020 to hedge forecasted interest rate payments on its variable rate debt. In January 2022, the Company cancelled the November 2020 swap agreement and entered into a new interest rate swap agreement. The Company recognized $400 gain upon the settlement of the November 2020 interest rate swap agreement. At December 31, 2022, the Company’s interest rate swap contract outstanding had a notional amount of $125,000 maturing in December 2025. The Company has designated the interest rate swap as a cash flow hedge for accounting purposes utilizing the hypothetical derivative method. The Company has determined the fair value of the interest rate swap to be zero at the inception of the agreement and $8,651 at December 31, 2022. The Company reflects the realized gains and losses of the actual monthly settlement activity of the interest rate swap in its consolidated statements of operations. The Company reflects the unrealized changes in fair value of the interest rate swap at each reporting period in other comprehensive income and a derivative asset or liability is recognized at each reporting period in the Company’s financial statements.On February 28, 2023, the Company amended its 2021 Credit Facility to, among other things, transition from bearing interest based on LIBOR to SOFR or the Alternate Base Rate (as defined in the 2021 Credit Facility), at the election of the Company, plus an applicable margin, and to reflect the waiver of a technical default under the 2021 Credit Facility, related to the delayed delivery of a pledge of its interests in Holdings by the parent Company i.e., CompoSecure, Inc. Holdings had already pledged all of its assets in favor of the lenders as per the terms of the debt agreement. After the amendment on February 28, 2023, the interest rate spreads and fees under the 2021 Credit Facility will be based on a quoted SOFR plus an applicable margin ranging from 2.0% to 3.0%% for the revolving and term loan Term Benchmark and RFR Spread debt (as each term is defined in the 2021 Credit Facility). The Alternate Base Rate margin under the old LIBOR rate before the transition would have been ranging from 2.0% to 3.0% for each such portion of debt. The Company expects that the existing interest rate swap will convert to SOFR at the same time as the secured credit facility converts.

- 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://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

EARNINGS PER SHARE - Impact of Change in Accounting Policy (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Net income per share attributable to Class A common stockholders - basic (usd per share)

^[1]

$ 1.21

$ 0.21

Net income per share attributable to Class A common stockholders - diluted (usd per share)

^[1]

$ 1.13

$ 0.12

Net income

^[2]

$ 18,657

$ 3,154

$ 77,815

Net income attributable to redeemable non-controlling interests (1)

^[2]

$ 113,158

$ 80,260

$ 0

Previously Reported

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Net income per share attributable to Class A common stockholders - basic (usd per share)

$ 0.91

Net income per share attributable to Class A common stockholders - diluted (usd per share)

$ 0.14

Net income

$ 13,512

Net income attributable to redeemable non-controlling interests (1)

$ 69,902

Adjustment

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Net income per share attributable to Class A common stockholders - basic (usd per share)

$ (0.70)

Net income per share attributable to Class A common stockholders - diluted (usd per share)

$ (0.02)

Net income

$ (10,358)

Net income attributable to redeemable non-controlling interests (1)

$ 10,358

[1]

[2]

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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+ Details

INVENTORIES

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

INVENTORIES

The major classes of inventories were as follows:


	December 31,
	2022		2021
Raw materials	$	43,313	$	27,474
Work in process	2,892		582
Finished goods	450		363
Inventory reserve	(4,281)		(2,613)
	$	42,374	$	25,806

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.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS In November 2015, the Company entered into a sales representation agreement with a third party, partially owned by an individual who is a Class B member of Holdings and who was then a member of Holdings' Board of Managers. In 2016, the Company commenced litigation against such third party seeking a judicial determination that the sales representation agreement was void and unenforceable, among other claims. In February 2018, the trial court ruled against Holdings in the litigation, concluding that the sales representation agreement was valid and enforceable. Holdings appealed the ruling, however, the ruling was upheld. As a result of the ruling, Holdings was instructed to pay the commissions in accordance with the terms of the sales representation agreement, interest related to the commissions, and legal fees on behalf of the third party. Expenses relating to this agreement for the years ended December 31, 2022, 2021, and 2020 amounted to $21,959, $9,508, and $6,724, respectively and were recorded as a component of selling, general and administrative expenses. In October 2019, Holdings terminated the sales representation agreement. Customers in place prior to the termination of the agreement are subject to the arrangement and are eligible for future commissions, which are payable and are being accrued and paid in accordance with the terms of the sales representation agreement. Amounts accrued as a component of accrued expenses as of December 31, 2022, and December 31, 2021 related to this agreement amounted to $3,317 and $3,402. In February 2021, the Company had received from such third party a notice of dispute with respect to whether commissions were due and owing on product sales to certain of the Company’s customers. In October 2022, the Company resolved this dispute through binding arbitration. See Note 16. As a result of the Business Combination, the Company entered into a tax receivable agreement with Holdings and holders of interests in Holdings. See Note 2 and Note 16. Pursuant to the Holdings LLC agreement , the Company makes pro rata tax distributions to the holders of Holdings' units, 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. See Note 2.

DEBT (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Balances payable under all borrowing facilities

The balances payable under all borrowing facilities are as follows:


	December 31, 2022		December 31, 2021
Total debt	$	363,122	$	380,000
Less: current portion of term loan (scheduled payments)	(14,372)		(12,500)
Less: debt discount and debt issuance costs, net	(5,126)		(7,471)
Total long-term debt	$	343,624	$	360,029
Derivative liability - redemption with make-whole provision	$	285	$	552

Maturity of borrowings

The maturity of the all the borrowings facilities is as follows:


Years
2023	$	14,372
2024	18,750
2025	200,000
2026	130,000
Total debt	$	363,122

- 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.

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+ Details

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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
December 31, 2022
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	—	$	8,651	$	8,651
Liabilities Carried at Fair Value:
Public warrants	8,105		—		—		8,105
Private warrants	—		—		8,236		8,236
Earnout consideration	—		—		15,090		15,090
Derivative liability - redemption with make-whole provision	—		—		285		285
December 31, 2021
Liabilities Carried at Fair Value:
Public warrants	$	17,714	$	—	$	—	$	17,714
Private warrants	—		—		17,557		17,557
Earnout consideration	—		—		38,427		38,427
Derivative liability - redemption with make-whole provision	—		—		552		552

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
December 31, 2022
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	—	$	8,651	$	8,651
Liabilities Carried at Fair Value:
Public warrants	8,105		—		—		8,105
Private warrants	—		—		8,236		8,236
Earnout consideration	—		—		15,090		15,090
Derivative liability - redemption with make-whole provision	—		—		285		285
December 31, 2021
Liabilities Carried at Fair Value:
Public warrants	$	17,714	$	—	$	—	$	17,714
Private warrants	—		—		17,557		17,557
Earnout consideration	—		—		38,427		38,427
Derivative liability - redemption with make-whole provision	—		—		552		552

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


Assumed warrant liability upon business combination at December 27, 2021						38,756
Change in estimated fair value						(3,485)
Estimated fair value at December 31, 2021						35,271
Change in estimated fair value						(18,930)
Estimated fair value at December 31, 2022						16,341

Assumptions used to determine fair value

The following assumptions were used to determine the grant date fair value for these Earnouts as of the closing date:


	Year Ended
	12/27/2021
Valuation date share price	$	9.95
Risk-free interest rate	0.98% - 1.12%
Expected volatility	57.92% - 58.88%
Expected dividends	0		%
Expected forfeiture rate	0		%
Expected term	3 - 4 years

The following assumptions were used to determine the fair value of the private warrants for the periods indicated below:


	12/31/2022			12/31/2021
Exercise Price	$	11.50		$	11.50
Risk-free interest rate	4.15		%	1.26		%
Expected volatility	45		%	33		%
Expected dividends	0		%	0		%
Expected term (years)	4.0 years			4.9 years
Common Stock market value	$	4.91		$	8.21

The following assumptions were used to determine the fair value of the Earnout considerations for the periods indicated below:


	12/31/2022			12/31/2021
Valuation date share price	$	4.91		$	8.21
Risk-free interest rate	4.22% - 4.41%			0.97% - 1.12%
Expected volatility	75% - 80%			67.5		%
Expected dividends	0		%	0		%
Expected term (years)	2 - 3 years			3 - 4 years

Earnout consideration

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


	Earnout Consideration Liability

Fair value recognized upon business combination	$	48,002
Change in estimated fair value	(9,575)
Estimated fair value at December 31, 2021	$	38,427
Change in estimated fair value	(23,337)
Estimated fair value at December 31, 2022	$	15,090

BUSINESS COMBINATION

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization [Abstract]

BUSINESS COMBINATION

BUSINESS COMBINATIONOn December 27, 2021 (the “Closing Date”), Roman DBDR consummated its Business Combination, pursuant to that Merger Agreement dated April 19, 2021, by and among Roman DBDR, Merger Sub, Holdings and LLR Equity Partners IV, L.P. as subsequently amended by that certain Amendment No. 1 to the Merger Agreement dated as of May 25, 2021 (the “First Amendment” and the Original Merger Agreement as amended by the First Amendment, the “Merger Agreement”). Holdings is considered the Company’s accounting predecessor. On the Closing Date, the Merger Sub of Roman DBDR merged with and into Holdings, with Holdings surviving as a wholly owned subsidiary of Roman DBDR. Upon consummation of the Business Combination, Holdings amended and restated its limited liability company agreement (the “Second Amended and Restated LLC Agreement”) and the holders of issued and outstanding equity of Holdings received a combination of cash consideration, certain newly-issued membership units of Holdings (each, a “Holdings Unit”) and shares of newly-issued Class B Common Stock of the Company, which have no economic value, but entitle the holder to one vote per issued share and were issued on a one-for-one basis for each Holdings Unit retained by the holder following the Merger; the holders of outstanding options to purchase Holdings equity received a combination of cash consideration and options to purchase shares of Class A Common Stock of the Company and the Company received all of the voting units in Holdings.

The Holdings' Second Amended and Restated LLC Agreement, together with an Exchange Agreement entered into at the closing of the transactions contemplated by the Merger Agreement, provides the holders of Holdings Units the right to exchange the Holdings Units, together with the cancellation of an equal number of shares of Class B Common Stock, for Class A Common Stock, subject to certain restrictions set forth therein.

Following the Closing, the Company is organized in an “Up-C” structure with a Board of Managers appointed by the Board of Directors of the Company controlling Holdings in accordance with the terms of the Holdings' Second Amended and Restated LLC Agreement. In addition to the consideration paid at Closing as described above, Holdings' equity holders have the right to receive an aggregate of up to 7,500,000 additional (i) shares of Class A Common Stock or (ii) Holdings Units (and a corresponding number of shares of Class B Common Stock), as applicable, in earn-out consideration based on the achievement of certain stock price thresholds (collectively, the “Earnouts”).

Concurrent with Closing, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Holdings and holders of interests in Holdings. Pursuant to the Tax Receivable Agreement, the Company is required to pay to participating holders of membership units in Holdings 90% of the amount of savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of the utilization of certain tax attributes. In addition, concurrent with the Closing, the Company entered into a stockholders agreement (the “Stockholders Agreement”) with certain equity holders of the Company relating to the voting for directors of the Company and containing certain lock-up restrictions, as well as a registration rights agreement that provides customary registration rights to certain equity holders of the Company.

In connection with the execution of the Business Combination, the Company entered into separate subscription agreements (each, a "Subscription Agreement") with a number of investors ("Note Holders"), pursuant to which the Note Holders agreed to purchase, and the Company agreed to sell to the Note Holders, an aggregate of 4,500,000 shares of the Company's class A common stock (the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $45,000, in a private placement pursuant to the subscription agreements (the "PIPE"). The PIPE investment closed simultaneously with the consummation of the Business Combination.

The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Roman DBDR was treated as the "acquired" company for financial reporting purposes. See Note 1, Description of Organization and Business Operations, for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Holdings issuing stock for the net assets of Roman DBDR, accompanied by a recapitalization. The net assets of Roman DBDR are stated at historical cost, with no goodwill or other intangible assets recorded.

The following summarizes the net contributions received from the Business Combination and PIPE financing:


	Recapitalization
Cash - Roman DBDR's trust and cash (net of redemptions)	$	47,359
Cash - PIPE (Common)	45,000
Cash - PIPE (Exchangeable Notes)	130,000
Less: transaction costs and advisory fees paid	(34,132)
Net Business Combination and PIPE financing	$	188,226

The following table describes the number of shares of common stock issued immediately following the consummation of the Business Combination:


			Number of Shares
Common stock, outstanding prior to Business Combination			23,156,000
Less: redemption of Roman DBDR shares			(18,515,018)
Common stock of Roman DBDR			4,640,982
Roman DBDR Founder Shares			5,789,000
Shares issued in PIPE			4,500,000
Business Combination and PIPE financing shares - Class A common stock			14,929,982
Class B common stock held by Holdings			61,136,800
Total shares of common stock - Class A and Class B immediately after Business Combination			76,066,782

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Dec. 27, 2021 $ / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock, par value (usd per share)	$ 0.0001

LEASES - ROU Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Right of use asset, net	$ 8,932	$ 5,246
Current portion of lease liabilities	1,846	1,119
Lease liabilities	$ 7,766	$ 4,709

GEOGRAPHIC INFORMATION AND CONCENTRATIONS

12 Months Ended

Dec. 31, 2022

Risks and Uncertainties [Abstract]

GEOGRAPHIC INFORMATION AND CONCENTRATIONS

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


	Year Ended December 31,
	2022		2021		2020
Net sales by country
Domestic	$	295,423	$	218,441	$	213,982
International	83,053		49,507		46,604
Total	$	378,476	$	267,948	$	260,586

The Company’s principal direct customers as of December 31, 2022 consist primarily of leading international and domestic banks and other credit card issuers primarily within the U.S., 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 67.3% of total revenue for the year ended December 31, 2022. Two customers individually accounted for more than 10% of the Company’s revenue or 71.9% of total revenue for the year ended December 31, 2021. Two customers individually accounted for more than 10% of the Company’s revenue or 72.1% of total revenue for the year ended December 31, 2020. Two customers individually accounted for more than 10% of the Company’s accounts receivable or approximately 63% as of December 31, 2022 and two customers individually accounted for 10% of total accounts receivable or 66% as of December 31, 2021, respectively.

The Company primarily relied on two vendor that individually accounted for more than 10% of purchases of supplies for the year ended December 31, 2022. The Company primarily relied on two vendors that individually accounted for more than 10% of purchases of supplies for the year ended December 31, 2021.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segments (Details)	12 Months Ended
	Dec. 31, 2022 segment
Accounting Policies [Abstract]
Number of operating segments	1
Number of reportable segments	1

LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 1,854	$ 1,305
Variable lease cost	653	444
Total lease cost	$ 2,507	$ 1,749

EQUITY COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Dec. 27, 2021 shares	May 31, 2017 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 27, 2021	Dec. 27, 2021 segment	Dec. 27, 2021 vote	Dec. 27, 2021 grantee	Dec. 26, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	6,823,006		4,765,545	5,409,771						9,778
Options exercised (in shares)			644,226	1,413,235
Number of grantees affected by recapitalization \| grantee									12
Earnout shares (in shares)	7,500,000
Shares subject to ASC 718 (in shares)			657,160	657,160
Shares subject to ASC 718, for each phase (in shares)			328,580	328,580
Earnout shares, intrinsic value \| $				$ 5,395
Expense \| $			$ 11,465	$ 6,113	$ 1,848
Grant date fair value (usd per share) \| $ / shares					$ 6.36
Options exercisable and vested (in shares)			4,616,197	4,947,921	5,894,922
Weighted average exercise price (usd per share) \| $ / shares			$ 1.29	$ 1.26	$ 406.63
Weighted average remaining contractual term for options exercisable			3 years 1 month 6 days	3 years 10 months 24 days	4 years 10 months 24 days
Unrecognized compensation expense for options \| $			$ 308
Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of votes per share							1	1
Recapitalization exchange ratio						1
Awards outstanding (shares)			1,236,027
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized number of shares (shares)	2,411,452
Share-based compensation arrangement by share-based payment award, shares issued in period			18,259
Purchase price discount	15.00%
Remaining shares authorized for issuance (shares)			2,393,193
Expense \| $			$ 25	$ 0	$ 0
Stock option expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period			10 years
Expense \| $			$ 1,228	1,310	1,415
Unrecognized compensation expense, period of recognition			2 years
Performance Stock Unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incentive units granted (in shares)			449,380
Earnout consideration shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense \| $				4,610
Profits interest incentive units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incentive units granted (in shares)		1,320,765	0
Expense \| $			$ 39	193	433
Profits interest hurdle \| $		$ 232,232
Restricted stock unit expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense \| $			$ 10,173	$ 0	$ 0
Restricted stock unit expense \| Share-Based Payment Arrangement, Nonemployee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
Maximum \| Stock option expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years
Maximum \| Restricted stock unit expense \| Share-Based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Minimum \| Stock option expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Minimum \| Restricted stock unit expense \| Share-Based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			2 years
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized number of shares (shares)	12,030,280
Increase in authorized number of shares, percentage						4.00%

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

ROU assets and lease liabilities

ROU assets and lease liabilities related to our operating leases are as follows:


	Balance Sheet Classification	December 31, 2022		December 31, 2021
Right-of-use assets	Right of use assets	$	8,932	$	5,246
Current lease liabilities	Current portion of lease liabilities	1,846		1,119
Non-current lease liabilities	Non-current portion of lease liabilities	7,766		4,709

Components of lease costs, and supplemental cash flow information and non-cash activity

The components of lease costs were as follows:


	Year Ended December 31, 2022		Year Ended December 31, 2021
Operating lease cost	$	1,854	$	1,305
Variable lease cost	653		444
Total lease cost	$	2,507	$	1,749

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:


	Year Ended December 31, 2022		Year Ended December 31, 2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	1,700	$	1,272
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	5,104	$	—

Future minimum commitments

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


2023	$	2,149
2024	2,146
2025	2,176
2026	1,882
2027	912
Later years	1,205
Total lease payments	10,470
Less: Imputed interest	(858)
Present value of lease liabilities	$	9,612

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2022
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 accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the 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 majority owned subsidiary. 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 periods presented prior to the Business Combination, unless otherwise noted. The global outbreak of the COVID-19 pandemic continues to rapidly evolve. Over the past several years, the Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for employees and securing the supply of materials that are essential to the Company’s production process. To date, the impact on the Company’s business and results of operations has not been significant. Any future impact of the pandemic on our operations will depend on future developments, which are uncertain and cannot be predicted and which could result in business disruption. 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 due December 2026, which will be marked to market each quarter based on a Lattice model approach, changes in the fair value of warrant liabilities, derivative asset for the interest rate swap, 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. See Note 7, 10 and 12 for further discussion of the nature of these assumptions and conditions. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash. Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature. Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at December 31, 2022 and 2021. Inventories Inventories are stated at the lower of cost or net realizable value, a basis that approximates the first-in, first out method. Inventories consist of raw material, work in process and finished goods. The Company establishes reserves as necessary for obsolescence and excess inventory. The Company records a reserve for excess and obsolete inventory based upon a calculation using the historical experience, expected future sales volumes, the projected expiration of inventory and specifically identified obsolete inventory. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to ten years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on straight-line basis over the shorter of the useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. The Company evaluates the depreciation periods of property and equipment to determine whether events or circumstances indicate that the asset’s carrying value is not recoverable or warrant revised estimates of useful lives. Revenue Recognition The Company recognizes revenue in accordance with accounting standard 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 December 31, 2022 and 2021. 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 90 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. Significant Judgments in Application of the Guidance The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize: Determination of Transaction Price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. In addition, several contracts include variable consideration such as specific sales prices based on certain volume thresholds, discounts, penalties, rebates, refunds, and the customer’s right to return. The Company has concluded that its estimation of variable consideration results in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. The accrual for variable consideration is netted against the sale price in determining the transaction price. Assessment of Estimates of Variable Consideration Many of the Company’s contracts with customers contain some component of variable consideration. The Company estimates variable consideration, such as discounts, rebates such as volume based rebate and credits, using the expected value method, and adjusts transaction price for its estimate of variable consideration. Throughout the year, we record an accrual that nets down our revenue based on our best estimate of the impact of variable consideration based on cards shipped in each month of the year. We regularly revisit this accrual throughout the year to ensure we are tracking to the correct offset. This effectively factors the volume based rebate into the transaction price. Therefore, management applies the constraint in its estimation of variable consideration for inclusion in the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Allocation of Transaction Price The transaction price (including any discounts) is allocated between goods in a multi-element arrangement based on their relative standalone selling prices. The standalone selling prices are determined based on the prices at which the Company separately sells each good. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. Significant judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount the Company expects to receive in exchange for the related goods. Practical Expedients and Exemptions As permitted by ASC 606, the Company uses certain practical expedients in connection with the application of ASC 606. The Company treats shipping and handling activities as fulfillment activities. The Company treats costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset we would recognize is one year or less. The Company does not adjust the transaction price for significant financing components, as the Company’s contracts typically do not contain provisions for significant advance or deferred payments, nor do they span more than a one year period. The Company applies the optional exemption to not disclose information regarding the allocation of transaction price to remaining performance obligations with an original expected duration of less than one year. Shipping and Handling Costs Costs incurred in shipping and handling are recognized in Cost of goods sold in the consolidated statements of operations. Total Shipping and handling costs were approximately $2,755, $2,308, and $1,596, for the years ended December 31, 2022, 2021, and 2020, respectively. Advertising The Company expenses the cost of advertising as incurred. Advertising expense of approximately $11,808, $17,434, and $181 for the years ended December 31, 2022, 2021, and 2020, respectively, were included in selling, general and administrative expenses in the consolidated statements of operations. Income Taxes Income taxes are applied to the income attributable to the controlling interest (see Note 9) as the income attributable to the non-controlling interest is pass-through income. Prior to the Business Combination, the Company was not subject to income taxes due to its prior equity structure and was, instead, subject to pass through income taxes. The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company will continue to evaluate the realizability of our deferred tax assets and liabilities on a quarterly basis, and will adjust such amounts in light of changing facts and circumstances, including but not limited to future projections of taxable income, tax legislation, rulings by relevant tax authorities and the progress of ongoing tax audits, if any. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized in future periods. Holdings is a partnership for tax purposes. Pursuant to Holdings’ limited liability company agreement, Holdings makes pro rata tax distributions during each year to the members of Holdings. These distributions are based on the Company’s estimate of taxable income for each year, and are updated throughout the year. Tax distributions from Holdings are intended to provide each member of Holdings sufficient funds to meet tax obligations with respect to the taxable income of Holdings Company that is allocated to each member. The Holdings limited liability company agreement requires distributions to be calculated based on a tax rate equal to the highest combined marginal federal and applicable state or local statutory income tax rate applicable to an individual resident in New York City, New York, including the Medicare contribution tax on unearned income, taking into account all jurisdictions in which the Company is required to file income tax returns together with the relevant apportionment information subject to various adjustments. For the year ended December 31, 2022, Holdings distributed a total of $44,434 of tax distributions to its members, of which $8,141 was paid to CompoSecure, Inc. (the parent company), resulting in a net tax distribution to all other members of $36,293 Equity-Based Compensation The Company has equity-based compensation plans and a profits interest which are described in more detail in Note 10. Compensation cost relating to equity-based awards as provided by the arrangements are recognized in the consolidated statements of operations over the requisite service period based on the grant date fair value of such awards. The Company determines the fair value of each option on the date of grant using the Black‑Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, forfeiture rate and expected dividend yield. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates, in order to derive the Company’s best estimate of awards ultimately expected to vest. Earnout Consideration As a result of the Business Combination, certain of Holdings' equity holders have the right to receive an aggregate of up to 7,500,000 additional (i) shares of the Company's class A common stock or (ii) Holdings' Units (and a corresponding number of shares of the Company's class B common stock), as applicable, in earnout consideration based on the achievement of certain stock price thresholds (collectively, the “Earnouts”). The valuation of the Earnouts was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The Company classifies the Earnouts as liabilities at their fair value on the consolidated balance sheet and adjusts the fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of Earnout consideration liability in the Company's consolidated statements of operations. A portion of the liability was considered compensation and fully expensed at December 27, 2021. See Note 10 and 12. Warrant Liability The Company accounts for the warrants in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value within warrant liability on the consolidated balance sheet and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of warrant liability in the Company's consolidated statements of operations. The Private Placement Warrants were valued using a Black-Scholes option pricing model. The Public Warrants were valued using the quoted market price as the fair value at the end of each balance sheet date. See Note 12 for more details. Tax Receivable Agreement Liability As a result of the Business Combination, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Holdings and holders of interests in Holdings as of the date of the Business Combination (the "TRA Holders"). Pursuant to the Tax Receivable Agreement, the Company is required to pay to the TRA Holders 90% of the amount of savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of the utilization of certain tax attributes. The tax receivable agreement will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the agreement for an amount representing the present value of anticipated future tax benefits under the tax receivable agreement. The Company will retain the benefit of the remaining 10% of these cash tax savings. The Company recorded $26,842 and $24,500 in tax receivable agreement liability as of December 31, 2022 and 2021, respectively which is reported in the Company's consolidated balance sheets. The Company paid $110 in the year ended December 31, 2022 to the TRA Holders pursuant to the savings in U.S. federal, state and local income taxes that the Company realized as a result of the utilization of certain tax attributes for the fiscal year 2021. Selling, General and Administrative Selling, general and administrative (“SG&A”) expenses primarily include expenses related to salaries and commissions, transaction costs, and professional fees. Included in SG&A during the years ended December 31, 2022, 2021, and 2020 were salaries and commissions of $35,650, $16,103, and $12,650, and professional fees of $14,024, $11,134, and $6,800, respectively. Net Income (Loss) 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. Effective April 1, 2022, the Company changed its methodology to apply the accounting policy to calculate the basic and diluted earnings per share as it determined that it would push down the changes in fair value of the mark-to-market liabilities related to the Company's warrants and earnout consideration liability to its operating subsidiary, Holdings, resulting in a change to the net income attributable to the controlling interest and non-controlling interest. 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 and vesting of the equity awards, exchange of the Class B units and Exchangeable Notes ("securities") only if the effect is not anti-dilutive. The Company has prospectively adopted this change in methodology to apply the accounting policy described above to allocate its net income and to calculate its basic and dilutive earnings per share. The Company has provided the appropriate disclosures as required in FASB ASC Topic 250-10, "Accounting Changes and Error Corrections". See Note 15. Market and Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of investments in cash, cash equivalents, short-term investments and accounts receivable. The Company’s primary exposure is credit risk on receivables as the Company does not require any collateral for its accounts receivable. Credit risk is the loss that may result from a trade customer’s or counterparty’s nonperformance. The Company uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, monitoring changes in a customer’s credit rating, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. The Company believes that its customers and counterparties will be able to satisfy their obligations under their contracts. The Company maintains cash, cash equivalents with approved federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution if required. The Company has not experienced any losses on such accounts. Fair Value Measurements The Company determines fair value in accordance with ASC 820 which established a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market i.e. Level 1 to estimates determined using significant unobservable inputs i.e. Level 3. The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows: The standard describes three levels of inputs that may be used to measure fair value: •Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. •Level 2: Observable inputs other than unadjusted quoted prices in active markets for identical assets or liabilities such as: ◦Quoted prices for similar assets or liabilities in active markets ◦Quoted prices for identical or similar assets or liabilities in inactive markets ◦Inputs other than quoted prices that are observable for the asset or liability ◦Inputs that are derived principally from or corroborated by observable market data by correlation or other mean •Level 3: Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable, accounts payable, debt, warrants, earnout consideration and interest rate swap. Cash and cash equivalents consisted of bank deposits and short-term investments, such as money market funds, the fair value of which is based on quoted market prices, a Level 1 fair value measure. As of December 31, 2022 and December 31, 2021, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The fair value of the Company's debt approximates the carrying value for all periods presented. The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. See Note 12. Segments 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. Recent Accounting Pronouncements – Adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequently amended by ASU 2019-04 and ASU 2019-05 which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. This new standard amends the current guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. Expected credit losses are determined on the basis of how long a receivable has been outstanding (e.g., under 30 days, 31–60 days) as each customer has its own specific term. This method is used to estimate the allowance for bad debts on trade receivables. A trade receivable is considered past due when its past due one day over its specific payment term. The Company determines the write-offs of the allowance on a customer by customer approach. The Company has not experienced any significant write-offs in the past. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years with early adoption permitted. The Company adopted this guidance effective January 1, 2022. The adoption of this guidance did not have a material impact on the consolidated financial statements. Recent Accounting Pronouncements – Not Yet Adopted In March 2022, the FASB issued ASU 2022-02, which eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors in ASC 310-402 and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancing and restructurings for borrowers experiencing financial difficulty. The amendments in ASU 2020-04 are effective for years beginning after December 15, 2022 for entities that have adopted CECL. The Company is evaluating the impact of this ASU on the Company's financial statements. On December 21, 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. ASU 2022- 06 extends the period of time financial statement preparers can utilize the reference rate reform relief guidance. In March 2020, the FASB had issued ASU 2020-04, Reference Rate Reform which provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate ("LIBOR"). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The objective of the guidance in ASC 848 is to provide temporary relief during the transition period. It included a sunset provision based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published as LIBOR phase out was delayed from a planned end of 2021 to June 30, 2023. Because the current relief may not cover a period of time during which a significant number of modifications may take place, the amendments in ASU 2022-06 defer the sunset date from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief. The amendments in ASU 2022-06 are effective for all entities upon issuance. On February 28, 2023, the Company amended its 2021 Credit Facility to, among other things, transition from bearing interest based on LIBOR to SOFR or the Alternate Base Rate (as defined in the 2021 Credit Facility), at the election of the Company, plus an applicable margin. See Note 7.

RETIREMENT PLAN - Defined Contribution Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Contribution Plan Disclosure [Line Items]
Required period of service to participate in plan	90 days
Retirement plan expense	$ 1,614	$ 1,102	$ 1,030
Matching scenario one
Defined Contribution Plan Disclosure [Line Items]
Employer match	100.00%
Employee contributions	1.00%
Matching scenario two
Defined Contribution Plan Disclosure [Line Items]
Employer match	50.00%
Employee contributions	5.00%

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)	Dec. 27, 2021	Dec. 31, 2022	Jan. 31, 2022
Fair Value Disclosures [Abstract]
Earnout shares (in shares)	7,500,000
Derivative notional amount		$ 125,000,000
Derivative asset - interest rate swap		$ 8,651,000	$ 0

EARNINGS PER SHARE- Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net income (loss) available to common stockholders, basic	$ 18,657	$ 3,154
Weighted average shares used to compute net income per share attributable to Class A common stockholders - basic (shares)	15,372,422	14,929,982
Net income (loss) available to common stockholders, diluted	$ 36,674	$ 11,097
Weighted average shares used to compute net income per share attributable to Class A common stockholders - diluted (shares)	32,555,317	94,569,858

- Definition

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

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+ 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

BUSINESS COMBINATION (Tables)

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization [Abstract]

Recapitalization

The following summarizes the net contributions received from the Business Combination and PIPE financing:


	Recapitalization
Cash - Roman DBDR's trust and cash (net of redemptions)	$	47,359
Cash - PIPE (Common)	45,000
Cash - PIPE (Exchangeable Notes)	130,000
Less: transaction costs and advisory fees paid	(34,132)
Net Business Combination and PIPE financing	$	188,226

The following table describes the number of shares of common stock issued immediately following the consummation of the Business Combination:


			Number of Shares
Common stock, outstanding prior to Business Combination			23,156,000
Less: redemption of Roman DBDR shares			(18,515,018)
Common stock of Roman DBDR			4,640,982
Roman DBDR Founder Shares			5,789,000
Shares issued in PIPE			4,500,000
Business Combination and PIPE financing shares - Class A common stock			14,929,982
Class B common stock held by Holdings			61,136,800
Total shares of common stock - Class A and Class B immediately after Business Combination			76,066,782

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and equipment

Property and equipment consisted of the following:


		December 31,
	Useful Life	2022		2021
Machinery and equipment	5 - 10 years	$	64,626	$	59,437
Furniture and fixtures	3 - 5 years	987		955
Computer equipment	3 - 5 years	927		925
Leasehold improvements	Shorter of lease term or estimated useful life	11,993		11,358
Vehicles	5 years	264		264
Software	1 - 3 years	2,924		2,889
Construction in progress		4,145		985
Total		85,866		76,813
Less: Accumulated depreciation and amortization		(63,211)		(54,636)
Property and equipment, net		$	22,655	$	22,177

EQUITY STRUCTURE	12 Months Ended
EQUITY STRUCTURE	Dec. 31, 2022
Equity [Abstract]
EQUITY STRUCTURE	EQUITY STRUCTURE Shares Authorized As of December 31, 2022, 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 December 31, 2022, there were 16,446,748 shares of Class A Common Stock issued and outstanding, 60,325,057 shares of Class B Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. Warrants As of December 31, 2022 and 2021, the Company had 10,837,400 shares private warrants outstanding. Each private warrant entitles the registered holder to purchase share of 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. The exercise price and number of common shares issuable upon exercise of the private warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the private warrants will not be adjusted for issuance of common stock at a price below its exercise price. As of December 31, 2022 and 2021, the Company had 11,578,000 shares public warrants outstanding. 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. Non-Controlling Interest Non-controlling interests represent direct interests held in Holdings other than by the Company after the Business Combination. The non-controlling interests in the Company are represented by Class B Units, or such other equity securities in the Holdings as the Board may establish in accordance with the terms hereof. Since the non-controlling interests are redeemable for cash at the option of the Company subject to the terms and conditions, they have been classified as temporary equity on the consolidated balance sheet in accordance with ASC 480. Income tax benefit or provision is applied to the income attributable to the controlling interest as the income attributable to the non-controlling interest is pass-through income. The Company may only issue Class A Units to the parent CompoSecure, Inc.The non-controlling interest has been adjusted to redemption value as of December 31, 2022 in accordance with ASC 480-10. This measurement adjustment results in a corresponding adjustment to shareholders’ deficit through adjustments to additional paid-in capital and retained earnings. The redemption value of the Class B Units was $600,234 on December 31, 2022. The redemption value is calculated by multiplying the 60,325,057 Class B Units by the $9.95 trading price of our Class A common stock on December 27, 2021.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-Subparagraph (b)
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-Name Accounting Standards Codification
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-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

INCOME TAXES - Income Before Income Tax Benefit (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income before income taxes	$ 12,206	$ 136,175	$ 82,557	$ 77,815

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (c)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (SX 210.5-03(10))
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+ Details

COMMITMENTS AND CONTINGENCIES - Schedule of Tax Receivable Agreement Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
2023	$ 2,367
2024	1,417
2025	1,431
2026	1,460
2027	1,491
Later years	18,676
Tax receivable agreement liability	$ 26,842	$ 24,500

INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax benefit	$ (4,360,000)	$ 857,000	$ 0
Valuation allowance	7,373,000	5,864,000
Unrecognized tax benefits	0
Valuation allowance, deferred tax asset, increase (decrease), amount		$ 1,509,000
Unrecognized tax benefits, interest and penalties outstanding	0
Employee retention credit	$ 1,291,000

- Definition

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

+ References + Details

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Major classes of inventories

The major classes of inventories were as follows:


	December 31,
	2022		2021
Raw materials	$	43,313	$	27,474
Work in process	2,892		582
Finished goods	450		363
Inventory reserve	(4,281)		(2,613)
	$	42,374	$	25,806

Consolidated Statements of Operations - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Income Statement [Abstract]

Net sales

$ 378,476

$ 267,948

$ 260,586

Cost of sales

158,832

123,099

127,959

Gross profit

219,644

144,849

132,627

Selling, general and administrative expenses

104,749

63,424

48,669

Income from operations

114,895

81,425

83,958

Other income (expense):

Revaluation of warrant liability

18,930

3,485

Revaluation of earnout consideration liability

23,337

9,575

Change in fair value of derivative liability - convertible notes redemption make-whole provision

266

Interest expense, net of interest income of $1,249, $0 and $52 in 2022, 2021 and 2020, respectively

(20,129)

(10,235)

(5,266)

Amortization of deferred financing costs

(2,415)

(1,693)

(877)

Other income

1,291

Total other income (expense), net

21,280

1,132

(6,143)

Income before income taxes

136,175

82,557

77,815

Income tax (expense) benefit

(4,360)

857

Net income

131,815

83,414

77,815

Net income attributable to redeemable non-controlling interests (1)

^[1]

113,158

80,260

Net income

^[1]

$ 18,657

$ 3,154

$ 77,815

Net income per share attributable to Class A common stockholders - basic (usd per share)

^[2]

$ 1.21

$ 0.21

Net income per share attributable to Class A common stockholders - diluted (usd per share)

^[2]

$ 1.13

$ 0.12

Weighted average shares used to compute net income per share attributable to Class A common stockholders - basic (shares)

15,372,422

14,929,982

Weighted average shares used to compute net income per share attributable to Class A common stockholders - diluted (shares)

32,555,317

94,569,858

[1]

[2]

RETIREMENT PLAN - Deferred Compensation Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Percent of EBITDA contributed	0.25%
Liability	$ 242	$ 242
Vesting period	7 years
Vesting percentage, year one	0.00%
Vesting percentage, year two	5.00%
Vesting percentage, year three	15.00%
Vesting percentage, year four	20.00%
Vesting percentage, year five	30.00%
Vesting percentage, year six	50.00%
Vesting percentage, year seven	100.00%

EQUITY COMPENSATION- Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense	$ 11,465	$ 6,113	$ 1,848
Stock option expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense	1,228	1,310	1,415
Earnout consideration
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense	0	4,610	0
Restricted stock unit expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense	10,173	0	0
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense	25	0	0
Profits interest incentive units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expense	$ 39	$ 193	$ 433

BUSINESS COMBINATION - Common Stock (Details) - shares	Dec. 27, 2021	Dec. 26, 2021
Reverse Recapitalization [Line Items]
Common stock, outstanding (shares)	76,066,782
Stock issued in private placement (shares)	4,500,000
Business Combination and PIPE Financing shares - Class A common stock (in shares)	14,929,982
Class B common stock held by Holdings (in shares)	61,136,800
Common Shareholders
Reverse Recapitalization [Line Items]
Stock issued (in shares)	4,640,982
Roman DBDR Founders
Reverse Recapitalization [Line Items]
Stock issued (in shares)	5,789,000
Roman DBDR
Reverse Recapitalization [Line Items]
Common stock, outstanding (shares)		23,156,000
Less: redemption of Roman DBDR shares (in shares)	(18,515,018)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Minimum
Property, Plant and Equipment [Line Items]
Useful life	1 year
Maximum
Property, Plant and Equipment [Line Items]
Useful life	10 years

GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Narrative (Details)			12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues \| Customer concentration risk \| Two customers
Concentration Risk [Line Items]
Concentration risk percentage			67.30%	71.90%	72.10%
Accounts receivable \| Customer concentration risk \| Two customers
Concentration Risk [Line Items]
Concentration risk percentage	63.00%	66.00%
Purchases \| Vendor concentration risk \| Two vendors
Concentration Risk [Line Items]
Concentration risk percentage			10.00%	10.00%

EQUITY COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of share based expense

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


	Years Ended December 31,
	2022		2021		2020
Stock option expense	$	1,228	$	1,310	$	1,415
Earnout consideration	—		$	4,610	—
Restricted stock unit expense	10,173		—		—
Employee stock purchase plan	25		—		—
Incentive units	39		193		433
Total stock-based compensation expense	$	11,465	$	6,113	$	1,848

Performance stock unit valuation assumptions

The following assumptions were used to determine the grant date fair value for these PSUs as of the grant date:


	Year Ended
	12/31/2022
Valuation date share price	$	7.89
Risk-free interest rate	2.09% -2.14%
Expected volatility	67.59% - 70.30%
Expected dividends	0		%
Expected forfeiture rate	0		%
Expected term	3.0 - 4 years

Summary of RSU and PSU activity

A summary of RSU and PSU activity under the Plan during the year ended December 31, 2022 is presented below:

Restricted Stock and Performance Stock Units Activity



			Number of Shares
Outstanding at January 1, 2022			—
Granted			6,101,086
Vested			(50,190)
Forfeited			(104,450)
Nonvested at December 31, 2022			5,946,446

Assumptions used to determine fair value

The following assumptions were used to determine the grant date fair value for these Earnouts as of the closing date:


	Year Ended
	12/27/2021
Valuation date share price	$	9.95
Risk-free interest rate	0.98% - 1.12%
Expected volatility	57.92% - 58.88%
Expected dividends	0		%
Expected forfeiture rate	0		%
Expected term	3 - 4 years

The following assumptions were used to determine the fair value of the private warrants for the periods indicated below:


	12/31/2022			12/31/2021
Exercise Price	$	11.50		$	11.50
Risk-free interest rate	4.15		%	1.26		%
Expected volatility	45		%	33		%
Expected dividends	0		%	0		%
Expected term (years)	4.0 years			4.9 years
Common Stock market value	$	4.91		$	8.21

The following assumptions were used to determine the fair value of the Earnout considerations for the periods indicated below:


	12/31/2022			12/31/2021
Valuation date share price	$	4.91		$	8.21
Risk-free interest rate	4.22% - 4.41%			0.97% - 1.12%
Expected volatility	75% - 80%			67.5		%
Expected dividends	0		%	0		%
Expected term (years)	2 - 3 years			3 - 4 years

Assumptions utilized to calculate value of options granted

The assumptions utilized to calculate the value of the options granted for the year ended December 31, 2020 were as below:

December 31, 2020

Expected term

1 year

Volatility

44.00%

Risk-free rate

1.07%

Expected dividends

Expected forfeiture rate

Options activity

The following table sets forth the options activity under the Holdings' equity plan which was assumed by the Company and recapitalized for the year ended December 31, 2022:


	Number of Shares	Weighted Average Exercise Price Per Shares		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2022	5,409,771	$	1.27	4.1	$	37,542
Granted	—	—		—	—
Exercised	644,226	$	0.01		$	3,180
Outstanding at December 31, 2022	4,765,545	$	1.44	4.8	$	16,939
Vested and expected to vest at December 31, 2022	4,765,545	$	1.44	6.0	$	16,939
Exercisable at December 31, 2022	4,616,197	$	1.29	3.1	$	16,923

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. See Note 8 for future minimum commitments under all non-cancelable operating leases.

Tax Receivable Agreement

The Company is obligated to make payments under the tax receivable agreement to the TRA Holders. See Note 2. 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 December 31, 2022, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement:


2023	$	2,367
2024	1,417
2025	1,431
2026	1,460
2027	1,491
Later years	18,676
Total payments	$	26,842

In addition to the above, the Company's tax receivable agreement liability and future payments thereunder are expected to increase as we realize (or are deemed to realize) an increase in tax basis of Holdings’ assets resulting from any future purchases, redemptions or exchanges of Holdings' interests by holders. The Company currently expect to fund these future tax receivable agreement liability payments from some of the realized cash tax savings as a result of this increase in tax basis.

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. while the outcome of existing disputes and claims is uncertain, the Company does not expect that the resolution of existing disputes and claims would have a material adverse effect on its consolidated financial position or liquidity or the Company’s consolidated results of operations. Litigation expenses are expensed as incurred. In February 2021, the Company had received from a third party a notice of dispute with respect to whether commissions were due and owing on product sales to certain of the Company’s customers which could have required payments ranging from $4,000 to $14,000, plus costs and expenses. In October 2022, this dispute was resolved through binding arbitration, resulting in commission payments to the third party within the anticipated range, together with additional commission payments on future

sales, if any, to one customer. The Company made a payment of $10,259 related to these commission payments in the year ended December 31, 2022.

BUSINESS COMBINATION - Recapitalization (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 27, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reverse Recapitalization [Line Items]
Cash - Roman DBDR's trust and cash (net of redemptions)	$ 47,359
Cash - PIPE		$ 0	$ 60,826	$ 0
Less: transaction costs and advisory fees paid	(34,132)
Net Business Combination and PIPE financing	188,226
Common Stock
Reverse Recapitalization [Line Items]
Cash - PIPE	45,000
Exchangeable Notes
Reverse Recapitalization [Line Items]
Cash - PIPE	$ 130,000

FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 31, 2022	Dec. 31, 2021	Dec. 27, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset - interest rate swap	$ 8,651	$ 0
Warrant liability	16,341		$ 35,271	$ 38,756
Earnout consideration	15,090		38,427	$ 48,002
Derivative liability - redemption with make-whole provision	285		552
Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	8,105		17,714
Private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	8,236		17,557
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset - interest rate swap	0
Earnout consideration	0		0
Derivative liability - redemption with make-whole provision	0		0
Level 1 \| Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	8,105		17,714
Level 1 \| Private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0		0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset - interest rate swap	0
Earnout consideration	0		0
Derivative liability - redemption with make-whole provision	0		0
Level 2 \| Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0		0
Level 2 \| Private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0		0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset - interest rate swap	8,651
Earnout consideration	15,090		38,427
Derivative liability - redemption with make-whole provision	285		552
Level 3 \| Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0		0
Level 3 \| Private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 8,236		$ 17,557

LEASES - Narrative (Details) $ in Thousands					12 Months Ended
LEASES - Narrative (Details) $ in Thousands	Jul. 01, 2022 renewal_option	May 01, 2022 renewal_option	Jan. 01, 2021 USD ($)	Aug. 01, 2014 renewal_option	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020	Jun. 16, 2016	Apr. 01, 2012
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right of use asset, net					$ 8,932	$ 5,246
Present value of lease liabilities					$ 9,612
Renewal term		5 years			5 years
Lease term	3 years	7 years
Number of renewal options \| renewal_option		2
Weighted-average remaining lease term					5 years
Weighted-average discount rate					3.84%
Office space and manufacturing space location 1
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Renewal term									5 years
Lease term									10 years
Base rent					$ 338
Lease escalation factor					3.00%
Office space and manufacturing space location 2
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Renewal term				2 years			3 years
Lease term				4 years
Base rent					$ 106
Number of renewal options \| renewal_option				2
Office space and manufacturing space location 3
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease term								10 years
Base rent					850
Somerset New Jersey Warehouse
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Base rent					$ 686
Lease escalation factor					3.80%
Somerset New Jersey Office
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Renewal term	5 years
Base rent					$ 147
Lease escalation factor					3.00%
Number of renewal options \| renewal_option	1
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Remaining lease terms					1 year
Renewal term					1 year
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Remaining lease terms					7 years
Renewal term					5 years
Line of credit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basis spread on variable interest rate			3.00%
Interest rate			3.40%
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right of use asset, net			$ 6,298
Present value of lease liabilities			$ 6,875

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 8,575	$ 10,428	$ 9,916

FAIR VALUE MEASUREMENTS - Reconciliation of Warrant Liability (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Roll Forward]
Estimated fair value, beginning	$ 38,756	$ 35,271
Change in estimated fair value	(3,485)	(18,930)	$ (3,485)	$ 0
Estimated fair value, ending	$ 35,271	$ 16,341	$ 35,271

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising, Tax Receivable Liability, and Selling, General and Administrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 27, 2021
Accounting Policies [Abstract]
Selling expenses	$ 11,808	$ 17,434	$ 181
Tax receivable agreement, percentage				90.00%
Tax receivable agreement liability	26,842	24,500
Payment of tax receivable agreement liability	110	0	0
Salaries and commissions	35,650	16,103	12,650
Professional fees	$ 14,024	$ 11,134	$ 6,800

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue and Shipping and Handling Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Revenue, payment terms, minimum	15 days
Revenue, payment terms, maximum	60 days
Revenue, payment due	90 days
Contract assets	$ 0	$ 0
Contract liabilities	0	0
Shipping and handling costs	$ 2,755	$ 2,308	$ 1,596