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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 3, 2023

 

CompoSecure, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-39687   85-2749902

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

309 Pierce Street

Somerset, New Jersey

  08873
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (908) 518-0500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value   CMPO   Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock   CMPOW   Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 Item 2.02 Results of Operation and Financial Condition

 

On May 3, 2023, CompoSecure, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023 and provided an investor presentation to accompany the press release. Copies of the press release and the investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively.*

 

 Item 7.01 Regulation FD Disclosure

 

The information included under Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.*

 

 Item 9.01 Exhibits

 

(d) Exhibits

 

Exhibit No. Description
99.1 Press Release of the Company, dated May 3, 2023
99.2 Investor Presentation, dated May 2023
104

Cover Page Interactive Data File (embedded with the Inline XBRL document) 

 

* The information in Items 2.02 and 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  COMPOSECURE, INC.
   
 Date: May 3, 2023 By: /s/Timothy Fitzsimmons
    Timothy Fitzsimmons
    Chief Financial Officer

 

 

Exhibit 99.1

 

 

CompoSecure Reports First Quarter 2023 Financial Results

 

Reiterates 2023 Net Sales and Adjusted EBITDA Guidance

 

SOMERSET, N.J., May 3, 2023 -- CompoSecure, Inc. (Nasdaq: CMPO), a leader in metal payment cards, security, and authentication solutions, today announced its financial and operating results for the first quarter ended March 31, 2023.

 

“2023 is off to a solid start driven by strong sales execution, deep customer engagement, and continued demand for our premium metal cards,” said Jon Wilk, President and CEO of CompoSecure. “In addition, we remain encouraged by recent positive card-issuer sentiment that underscores consumer and business resilience even in the face of slower macroeconomic growth.”

 

“This quarter, we were extremely pleased to extend a key contract with one of our largest customers. Looking ahead, we are reiterating our net sales and adjusted EBITDA guidance for 2023 based on our expectation of continued sales execution. As always, we remain focused on a prudent approach to capital allocation while simultaneously delivering innovative offerings to the market that can deliver long term shareholder value.”

 

Q1 2023 Financial Highlights (vs. Q1 2022)

 

Net Sales: Net Sales increased 13% to $95.3 million compared to $84.2 million, with the increase primarily driven by strong sales execution and continued growth in the Company’s premium payment card business.

 

Gross Profit: Gross Profit increased 9% to $53.4 million or 56.0% of Net Sales, compared to $48.8 million or 57.9%.

 

Net Income/EPS: Net Income was $10.7 million compared to $26.9 million. Net income for Q1 2023 was primarily impacted by non-cash expenses of $13.4 million related to the fair value of the Company’s warrants, earnout consideration and derivative liabilities, which was driven by improvement in the Company’s stock price; and $4 million in stock-based compensation. Net Income per share attributable to class A common stockholders was $0.13 (Basic) and $0.11 (Diluted), compared to $0.23 (Basic) and $0.23 (Diluted) in the year-ago period.

 

Adjusted Net Income/Adjusted EPS: Adjusted Net Income (a non-GAAP measure) was $20.6 million compared to $20.4 million in the year-ago period. Adjusted EPS (a non-GAAP measure), which includes both class A and class B shares, was $0.27 (Basic) and $0.23 (Diluted) compared to $0.27 (Basic) and $0.23 (Diluted) in the year-ago period (see reconciliation of non-GAAP measures shown in table below).

 

Adjusted EBITDA: Adjusted EBITDA (a non-GAAP measure) increased 6% to $35.5 million compared to $33.3 million, with the increase primarily driven by Net Sales growth.

 

 

 

 

Recent Operational Highlights

 

Extended a contract with one of its largest customers, American Express, through July 2026.

 

Demonstrated continued metal payment card success with card launches including Rocket Mortgage, Xapo Bank, Papara prepaid card, H-E-B grocery, and UMB private bank.

 

Advancements on Arculus implementations including progress on a pilot for payment plus authentication with a major crypto exchange, working with NBC Banq to deliver an all-in-one payment with digital asset cold storage, Chainge Finance launching a self-custody hardware cold storage wallet powered by Arculus, and inbestgo going live with Arculus cold storage wallet for their customers in Latin America.

 

Enhanced Arculus B2B and B2C functionality to cryptographically include support for more than 10K coins, implemented enhanced security for card to mobile device communication, and launched B2C cold storage wallet sales in Canada with additional international locations anticipated in the second quarter.

 

2023 Financial Outlook

 

The Company is reaffirming its guidance for full year 2023 results, with net sales expected to be in the range of $400-$425 million and adjusted EBITDA expected to be in the range of $145-$155 million.

 

Conference Call

 

The Company will host a conference call and live audio webcast today at 5:00 p.m. Eastern time to discuss its financial and operational results, followed by a question-and-answer period.

 

Date: Wednesday, May 3, 2023

Time: 5:00 p.m. Eastern time

Dial-in registration link: here

Live webcast registration link: here

 

If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

 

A live webcast and replay of the conference call will be available on the investor relations section of the Company’s website at https://ir.composecure.com/news-events/events.

 

 

 

 

About CompoSecure

 

Founded in 2000, CompoSecure (Nasdaq: CMPO) is a technology partner to market leaders, 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. CompoSecure’s innovative payment card technology and metal cards with Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. For more information, please visit www.composecure.com and www.GetArculus.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although the Company believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning the Company’s possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect the Company’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in the Company’s forward-looking statements: the ability of the Company to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees; the possibility that the Company may be adversely impacted by other economic, business, and/or competitive factors; the outcome of any legal proceedings that may be instituted against the Company or others; future exchange and interest rates; and other risks and uncertainties, including those under “Risk Factors” in filings that have been made or will be made with the Securities and Exchange Commission. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

 

 

 

Use of Non-GAAP Financial Measures

 

This press release includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. The Company believes EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are useful to investors in evaluating the Company’s financial performance. The Company uses these measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and to measure incentive compensation, as we believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling the Company to evaluate and plan more effectively for the future. Due to the forward-looking nature of the financial guidance included above, specific quantification of the charges excluded from the non-GAAP financial measures included in such financial guidance, including with respect to depreciation, amortization, interest, and taxes, that would be required to reconcile the non GAAP financial measures included in such financial guidance to GAAP measures are not available, so it is not feasible to provide accurate forecasted non-GAAP reconciliations without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included, and no reconciliation of the forward looking non-GAAP financial measures is included. In addition, the Company’s debt agreements contain covenants that use a variation of these measures for purposes of determining debt covenant compliance. The Company believes that investors should have access to the same set of tools that its management uses in analyzing operating results. EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are significant components in understanding and assessing the Company’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity and may be different from similarly titled non-GAAP measures used by other companies. Please refer to the tables below for the reconciliation of GAAP measures to these non-GAAP measures for the quarter ended March 31, 2023.

 

Corporate Contact

 

Anthony Piniella

Head of Communications, CompoSecure

(908) 898-8887

apiniella@composecure.com

 

Investor Relations Contact

 

Sean Mansouri, CFA

Elevate IR

(720) 330-2829

ir@composecure.com

 

 

 

 

CompoSecure, Inc.

Condensed Consolidated Balance Sheet Data

(in thousands)

 

   March 31, 2023   December 31, 2022 
   (unaudited)     
ASSETS          
Cash and cash equivalents  $22,566   $13,642 
Accounts Receivable, net   39,187    37,272 
Inventories   51,275    42,374 
Prepaid expenses and other current assets   4,197    3,824 
Property and equipment, net   24,282    22,655 
Right of use asset, net   8,960    8,932 
Deferred tax asset   28,328    25,569 
Derivative asset - interest rate swap   6,957    8,651 
Deposits and other assets   24    24 
TOTAL ASSETS  $185,776   $162,943 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current portion of long-term debt  $18,750    14,372 
Current portion of lease liabilities   1,884    1,846 
Current portion of tax receivable agreement liability   2,367    2,367 
Accounts payable   15,494    7,127 
Accrued expenses   12,223    10,154 
Commission payable   4,951    3,317 
Bonus payable   3,429    8,177 
Long-term debt, net of deferred finance costs   212,009    216,276 
Convertible notes, net of debt discount   127,466    127,348 
Derivative liability - convertible notes   993    285 
Warrant liability   27,100    16,341 
Earnout liability   17,063    15,090 
Lease liabilities   7,757    7,766 
Tax receivable agreement liability   25,445    24,475 
Total stockholders' (deficit)   (291,155)   (291,998)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $185,776   $162,943 

 

 

 

 

CompoSecure, Inc.

Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)

 

   Three Months Ended March 31, 
   2023   2022 
Net sales  $95,316   $84,183 
           
Operating expenses:          
Cost of sales   41,962    35,424 
Selling, General and administrative   23,944    18,777 
Total operating expenses   65,906    54,201 
           
Income from operations   29,410    29,982 
           
Total other income (expense), net   (19,936)   (2,531)
Income before income taxes   9,474    27,451 
Income tax benefit (provision)   1,263    (543)
Net income   10,737    26,908 
           
Net income attributable to non-controlling interests   8,408    23,514 
Net income attributable to CompoSecure, Inc  $2,329   $3,394 
           
Net income per share attributable to Class A common stockholders - basic  $0.13   $0.23 
Net income per share attributable to Class A common stockholders - diluted  $0.11   $0.23 
           
Weighted average shared used to compute net income per share attributable to Class A common stockholders - basic  (in thousands)   17,632    14,934 
Weighted average shared used to compute net income per share attributable to Class A common stockholders - diluted  (in thousands)   94,736    14,934 

 

 

 

 

CompoSecure, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

   Three Months Ended March 31, 
   2023   2022 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income  $10,737   $26,908 
Adjustments to reconcile net income to net cash provided by operating activities          
Depreciation   2,040    2,349 
Stock-based compensation expense   4,022    1,006 
Amortization of deferred finance costs   559    620 
Change in fair value of earnout consideration liability   1,973    (4,107)
Revaluation of warrant liability   10,759    1,424 
Change in fair value of derivative liability   708    248 
Deferred tax (benefit) expense   (2,034)   543 
Changes in assets and liabilities          
Accounts receivable   (1,915)   (10,659)
Inventories   (8,901)   (1,392)
Prepaid expenses and other assets   (373)   (4,423)
Accounts payable   8,367    (2,248)
Accrued expenses   2,069    3,422 
Other liabilities   (3,114)   (1,782)
Net cash provided by operating activities   24,897    11,909 
CASH FLOWS FROM INVESTING ACTIVITIES:          
Acquisition of property and equipment   (3,666)   (1,417)
Net cash used in investing activities   (3,666)   (1,417)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from employee stock purchase plan and exercise of equity awards   146    - 
Payments for taxes related to net share settlement of equity awards   (2,409)   - 
Proceeds from line of credit   -    10,000 
Payment of term loan   (330)   (3,125)
Distributions   (9,714)   - 
Payment of issuance cost related to business combination   -    (23,833)
Net cash used in financing activities   (12,307)   (16,958)
Net increase (decrease) in cash and cash equivalents   8,924    (6,466)
Cash and cash equivalents, beginning of period   13,642    21,944 
Cash and cash equivalents, end of period  $22,566   $15,478 
           
Supplementary disclosure of cash flow information          
Cash paid for interest expense  $4,567   $4,734 
Supplemental disclosure of non-cash financing activity:          
Derivative asset - interest rate swap  $6,957   $4,036 

 

 

 

 

CompoSecure, Inc.

Non-GAAP Adjusted EBITDA Reconciliation

(in thousands)

(unaudited)

 

   Three Months Ended March 31, 
   2023   2022 
Net income  $10,737   $26,908 
Add (less):          
Depreciation   2,040    2,349 
Interest expense, net   6,496    4,966 
Income tax (benefit) expense   (1,263)   543 
EBITDA  $18,010   $34,766 
Stock-based compensation   4,022    1,006 
Mark to market adjustments (1)   13,440    (2,435)
Adjusted EBITDA  $35,472   $33,337 

 

(1) Includes the changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the quarter ended March 31, 2023 and March 31, 2022.

 

 

 

 

CompoSecure, Inc.

Non-GAAP Adjusted EPS Reconciliation

(in thousands)

(unaudited)

 

   Three Months Ended March 31,   Three Months Ended March 31, 
   2023   2022 
   (in thousands) except per share amounts 
   Basic   Diluted   Basic   Diluted 
Net income  $10,737   $10,737   $26,908   $26,908 
(Less) add: (benefit) provision for income taxes   (1,263)   (1,263)   543    543 
Income before Income taxes   9,474    9,474    27,451    27,451 
Income tax expense (1)   (5,581)   (5,581)   (5,420)   (5,420)
Adjusted net income before adjustments   3,893    3,893    22,031    22,031 
Add (less): mark-to-market adjustments (2)   12,732    12,732    (2,682)   (2,682)
Add: stock-based compensation   4,022    4,022    1,006    1,006 
Adjusted net income  $20,647   $20,647   $20,355   $20,355 
Common shares outstanding used in computing earnings per share, basic:                    
Class A and Class B common shares (3)   77,591    77,591    76,071    76,071 
Common shares outstanding used in computing earnings per share, diluted:                    
Warrants (Public and Private) (4)   -    8,094    -    8,094 
Equity awards   -    4,145    -    4,331 
Total Shares outstanding used in computing adjusted earnings per share   77,591    89,830    76,071    88,496 
                     
Adjusted earnings per share (5)  $0.27   $0.23   $0.27   $0.23 

 

1)Calculated using the Company's blended tax rate.

2)Includes the changes in fair value of warrant liability and earnout consideration liability.

3)Assumes both Class A shares and Class B shares participate in earnings and are outstanding at the end of the period.

4)Assumes treasury stock method, valuation at assumed fair market value of $18.00.

5)The Company did not include the effect of Exchangeable Notes to its total shares outstanding used in diluted adjusted net income per share.

 

 

 

Exhibit 99.2
 

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-40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% Q1 '20 Q2 '20 Q3 '20 Q4 '20 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 American Express JP Morgan Chase - 0.5 1.0 1.5 2.0 2.5 3.0 3.5 Q3 '19 Q4 '19 Q1 '20 Q2 '20 Q3 '20 Q4 '20 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 New Cards (MM) Marketing & Business Development Spend ($B)

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- 5,000 10,000 15,000 20,000 25,000 30,000 35,000 Q3 '10 Q1 '11 Q3 '11 Q1 '12 Q3 '12 Q1 '13 Q3 '13 Q1 '14 Q3 '14 Q1 '15 Q3 '15 Q1 '16 Q3 '16 Q1 '17 Q3 '17 Q1 '18 Q3 '18 Q1 '19 Q3 '19 Q1 '20 Q3 '20 Q1 '21 Q3 '21 Q1 '22 Q3 '22 Q1 '23 0.90% 0.95% 1.00% 1.05% 1.10% 1.15% 1.20% 1.25% Q3 '10 Q1 '11 Q3 '11 Q1 '12 Q3 '12 Q1 '13 Q3 '13 Q1 '14 Q3 '14 Q1 '15 Q3 '15 Q1 '16 Q3 '16 Q1 '17 Q3 '17 Q1 '18 Q3 '18 Q1 '19 Q3 '19 Q1 '20 Q3 '20 Q1 '21 Q3 '21 Q1 '22 Q3 '22 Q1 '23

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2013 2014 2015 2016 2017 2018 2019 2020 2021 2022F 2023F 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

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2020 2021 2022F 2023F 2024F 2025F 2026F 2027F 2028F 2029F 2030F

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Easy set-up process for FIDO2 compatible app Can be used for step-up authentication Simply tap Arculus Key card for secure log-in Secure NFC connection

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$62 $70 $84 $79 $74 $22 $27 $19 $15 $22 $84 $97 $103 $94 $95 Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 International Domestic

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20

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($mm) Q1 2023A Q4 2022A Assets Current Assets Cash & cash equivalents $23 $14 Accounts receivable, net 39 37 Inventories 51 42 Prepaid expenses and other Current assets 4 4 Total Current Assets 117 97 Property and equipment, net 24 23 Deferred tax assets 28 26 Other assets 16 18 Total assets $186 $163 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $15 $7 Accrued expenses 12 10 Other current liabilities 10 13 Current portion of long-term debt 19 14 Total Current Liabilities 57 45 Long-term debt, net of deferred finance costs 212 216 Line of credit 0 0 Convertible Debt, net of debt discount 128 128 Other liabilities 80 66 Total Liabilities $477 $455 Stockholders' Equity (291) (292) Total Liabilities and Stockholders' equity $186 $163

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($mm) Q1 2023A Q1 2022A Revenue Net Sales $95 $84 Cost of Sales (42) (35) Gross Profit $53 $49 Operating Expenses Selling, general and administrative (24) (19) Income from operations $29 $30 Other expense Other income (expense), net (19) (3) Net Income $11 $27

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($mm) Q1 2023A Q1 2022A Cash flows from operating activities Net income $11 $27 Depreciation 2 2 Equity compensation expense 4 1 Amortization of deferred finance costs 1 1 Change in fair value of earnout, warrant and derivative 13 (2) Accounts receivable (2) (11) Accounts payable 8 (2) Inventories (9) (1) Prepaid expenses and other assets (0) (4) Deferred tax expense (benefit) (2) 1 Other liabilities (3) (2) Accrued expenses 2 3 Net cash provided by operating activities $25 $12 Cash flows rom investing activities Acquisition of property and equipment (4) (1) Net cash used in investing activities ($4) ($1) Cash flows from financing activities Proceeds from term loan 0 10 Payment of Tax receivable agreement liability 0 0 Payments for taxes related to net share settlement of equity awards (2) 0 Payment of term loan (0) (3) Issuance cost related to business combination 0 (24) Tax Distribution to members (10) 0 Net cash used in financing activities ($12) ($17) Net increase (decrease) cash, cash equivalents and restricted cash 9 (6) Cash, cash equivalents and restricted cash, beginning of year $14 $22 Cash, cash equivalents and restricted cash, end of year $23 $15 Supplementary disclosure of cash flow information Cash paid during the year for interest 5 5 Derivative asset - interest rate swap 7 4

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$mm Q1 2023A Q1 2022A Net Income $11 $27 Interest Expense 6 5 Depreciation and Amortization 2 2 Taxes - 1 1 Unadjusted EBITDA $18 $35 Non-Cash Stock Comp Expense 4 1 Mark-to-market Adjustments 13 - 2 Total EBITDA Adjustments $17 ($1) Adjusted EBITDA $35 $33 Adjusted EBITDA % 37% 40%

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($mm) BASIC DILUTED BASIC DILUTED GAAP Net Income $10.7 $10.7 $26.9 $26.9 Adjust for Tax Provision -1.3 -1.3 0.5 0.5 Tax Provision -5.6 -5.6 -5.4 -5.4 Tax Adjusted Net Income $3.9 $3.9 $22.0 $22.0 Fair Value and Stock Based Compensation Adjustment $16.8 $16.8 -$1.7 -$1.7 Total Adjusted Net Income $20.6 $20.6 $20.4 $20.4 Class A + Class B Shares 77.6 77.6 76.1 76.1 Public & Private Warrants1 - 8.1 - 8.1 Dilutive Equity Awards 2 - 4.1 - 4.3 Total Shares 77.6 89.8 76.1 88.5 EPS $0.27 $0.23 $0.27 $0.23 Three months ended 3/31/2023 Three months ended 3/31/2022