0001823144-23-000008 | 10-Q | XBRL Viewer

Net income attributable to redeemable non-controlling interests

10,737

26,908

^[1]

8,408

23,514

Net income attributable to CompoSecure, Inc.

^[1]

$ 2,329

$ 3,394

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

^[1]

$ 0.13

$ 0.23

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

^[1]

$ 0.11

$ 0.23

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

^[1]

17,632,000

14,934,000

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

^[1]

94,736,000

14,934,000

[1]

Effective April 1, 2022, the Company had changed its valuation allocation methodology to allocate the net income to redeemable non-controlling interest and CompoSecure, Inc. for the quarter ended March 31, 2022 and therefore the amounts previously reported have been adjusted to conform to the new methodology. See Note 2 and Note 12.

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 10,737	$ 26,908
Other comprehensive (loss) income, net:
Unrealized (loss) gain on derivative - interest rate swap, (net of tax)	(1,649)	3,869
Total other comprehensive (loss) income, net	(1,649)	3,869
Comprehensive income	$ 9,088	$ 30,777

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.

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

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Beginning balance (shares) at Dec. 31, 2021

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

Total

Additional Paid-in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Class A Common Stock

Common Stock

Class B Common Stock

Common Stock

14,929,982

61,136,800

Beginning balance at Dec. 31, 2021

$ (1,015,961)

$ 12,261

$ 0

$ (1,028,229)

$ 1

$ 6

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

Issuance costs related to Business combination

(726)

1,006

Restricted stock units issued pursuant to equity-based plans (in shares)

3,394

^[1]

3,394

25,000

Proceeds from employee stock purchase plan and exercises of options

Unrealized gain on derivative - interest rate swap

3,869

Adjustment of redeemable non-controlling interests to redemption value

23,514

Ending balance (shares) at Mar. 31, 2022

14,954,982

61,136,800

Ending balance at Mar. 31, 2022

(984,904)

12,541

3,869

(1,001,321)

$ 1

$ 6

Beginning balance at Dec. 31, 2021

608,311

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

Adjustment of redeemable non-controlling interests to redemption value

^[1]

23,514

(23,514)

Ending balance at Mar. 31, 2022

608,311

Beginning balance (shares) at Dec. 31, 2022

16,446,748

60,325,057

Beginning balance at Dec. 31, 2022

(892,232)

24,107

8,283

(924,630)

$ 2

$ 6

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

Distributions to non-controlling interests

(9,714)

4,022

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

2,329

^[1]

2,329

1,564,956

Proceeds from employee stock purchase plan and exercises of options

146

Class A common stock withheld related to net share settlement of equity awards

(2,409)

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

366,635

Unrealized gain on derivative - interest rate swap

(1,649)

Tax receivable agreement liability

(290)

Adjustment of redeemable non-controlling interests to redemption value

12,055

Ending balance (shares) at Mar. 31, 2023

18,378,339

59,958,422

Ending balance at Mar. 31, 2023

(887,742)

$ 25,576

$ 6,634

$ (919,960)

$ 2

$ 6

Beginning balance at Dec. 31, 2022

600,234

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

Adjustment of redeemable non-controlling interests to redemption value

^[1]

8,408

(12,055)

Ending balance at Mar. 31, 2023

$ 596,587

[1]

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 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 and amortization	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:
Purchase 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 exercises of options	146	0
Payments for taxes related to net share settlement of equity awards	(2,409)	0
Proceeds from line of credit	0	10,000
Payment of term loan	(330)	(3,125)
Distributions to non-controlling interest	(9,714)	0
Payment of issuance costs related to business combination	0	(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 activities:
Derivative asset - interest rate swap	$ 6,957	$ 4,036

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2023
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 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. CompoSecure is operated as an umbrella partnership C corporation (“Up-C”) meaning that the sole asset of CompoSecure, Inc. is its interest in CompoSecure Holdings, L.L.C. and the related deferred tax asset. CompoSecure Holdings, L.L.C. 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, L.L.C.’s board of managers, CompoSecure, Inc. operates and controls the business and affairs of CompoSecure Holdings, L.L.C. 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2023
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 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 subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to conform to the current year presentation. All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise noted. Our significant accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. 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. Interim Financial Statements The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and Article 10 of Regulation S-X of the SEC for interim financial information. and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, the Financial Statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the financial statements for the periods presented. The results disclosed in the Consolidated Statements of Operations for the three months period ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes, which are marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, changes in the fair value of warrant liabilities, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of March 31, 2023 or December 31, 2022. 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. Segment Information The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President. The Company's chief operating decision-maker ("CODM") is its Chief Executive Officer and President, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. The Company does not operate separate lines of business with respect to any of its products and does not review discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A common stock but is exclusive of Class B common stock as these shares have no economic or participating rights. Effective April 1, 2022, the Company changed its methodology to apply the accounting policy to calculate the basic and diluted earnings per share as well 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 of the equity awards, exchange of the Class B units and Exchangeable Notes ("securities") only if the effect is not anti-dilutive. The Company 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 ASC 250-10. See Note 12. Recent Accounting Pronouncements – Adopted in current fiscal year In March 2020, the FASB issued ASU No. 2020-4, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (ASU 2020-4), and in December 2022, the FASB issued ASU No. 2022-6, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date for Topic 848" (ASU 2022-6). ASU 2020-4 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This guidance is elective and applies to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2022-6 defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. During the first quarter of fiscal 2023, the Company adopted the expedient in accounting for the amendments to the Company's 2021 Credit Facility agreement which were made as a result of the replacement of LIBOR as a reference rate. On February 28, 2023, the Company amended the 2021 Credit Facility to, among other things, transition from bearing interest based on LIBOR to Secured Overnight Financing Rate ("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 5, Debt, for further details regarding the interest rate effected by these amendments, which will be applied prospectively. The adoption of these ASUs did not have a material impact to the Company's 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 current expected credit loss ("CECL") model under ASC 326. The Company adopted the CECL model effective January 1, 2022. The adoption of this ASU did not have any impact on the Company's financial statements.

INVENTORIES

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

INVENTORIES

The major classes of inventories were as follows:


	March 31, 2023		December 31, 2022
Raw materials	$	49,610	$	43,313
Work in process	5,468		2,892
Finished goods	478		450
Inventory reserve	(4,281)		(4,281)
	$	51,275	$	42,374

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.

PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:


	Useful Life	March 31, 2023		December 31, 2022
Machinery and equipment	5 - 10 years	$	65,632	$	64,626
Furniture and fixtures	3 - 5 years	987		987
Computer equipment	3 - 5 years	927		927
Leasehold improvements	Shorter of lease term or estimated useful life	13,064		11,993
Vehicles	5 years	264		264
Software	1 - 3 years	2,924		2,924
Construction in progress		5,735		4,145
Total		89,533		85,866
Less: Accumulated depreciation and amortization		(65,251)		(63,211)
Property and equipment, net		$	24,282	$	22,655

Depreciation and amortization expense on property and equipment was $2,040 and $2,349 for the three months ended March 31, 2023 and 2022, respectively.

DEBT

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

DEBT

Exchangeable Senior Notes

On April 19, 2021, concurrent with the execution of the Merger Agreement, the Company and its subsidiary, Holdings, entered into subscription agreements (the “Note Subscription Agreements”) with certain investors ("Notes Investors") pursuant to which such Notes Investors, severally and not jointly, purchased on the Closing Date of the Business Combination, senior notes (the “Exchangeable Notes”) issued by the Company and guaranteed by the Company's 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 subsidiary, Holdings, and the trustee under the Indenture. The Exchangeable Notes bear interest at a rate of 7% per year, payable semiannually in arrears on each June 15 and December 15, commencing on June 15, 2022, to holders of record at the close of business on the preceding June 1 and December 1 (whether or not such day is a Business Day), respectively. The Exchangeable Notes mature 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 Volume Weighed Average Price ("VWAP") with regard to the Class A common stock during the five trading period beginning on the trading day immediately following the notice of redemption.

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

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

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

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

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

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

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

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

If the Company undergoes a “fundamental change” (as defined in the Indenture), subject to certain conditions, the Exchange Rate will be adjusted per the adjustment table included in the Indenture. If a fundamental change occurs at any time prior to the maturity date, each holder shall have the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s Exchangeable Notes at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest thereon. There is no make-whole payment associated with a fundamental change redemption.

Holders of Exchangeable Notes will be entitled to the resale registration rights under the resale Registration Rights Agreement. If a Registration default occurs, additional interest will accrue, equal to 0.25% in the first 90 days and 0.50%

after the 91st day after the Registration Default (which includes that the Registration Statement has not been filed, or deemed effective or ceases to be effective).

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

The Company assessed all of the terms and features of the Exchangeable Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Exchangeable Notes, including the conversion, put and call features. In consideration of these provisions, the Company determined that the optional redemption with a make-whole provision feature required bifurcation as it is a derivative. The fair value of this derivative was determined based on the difference between the fair value of the Exchangeable Notes with the redemption with a make-whole provision feature and the fair value of the Exchangeable Notes without the redemption with a make-whole provision feature. The Company employed a Lattice model to determine the fair value of the derivative upon issuance of the Exchangeable Notes and recorded this amount as derivative liability with an offsetting amount as a debt discount as a reduction to the carrying value of the Exchangeable Notes on the Closing Date, or December 27, 2021. The optional redemption with a make-whole provision feature is measured at fair value on a quarterly basis and the change in the fair value for the period is recorded on the consolidated statements of operations. The Company performed a valuation of the derivative liability and determined that the fair value of the derivative liability was $993 at March 31, 2023 and $285 at December 31, 2022. The Company recorded an unfavorable change in fair value of $708 and $248 for the three months ended March 31, 2023 and March 31,2022, respectively.

The expected term of the Exchangeable Notes was equal for 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 quarter ended March 31, 2023 and March 31, 2022, the Company recognized $2,362 and $2,354 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 term of the Exchangeable Notes using the effective interest method.

Term Loan

In November 2020, the Company's subsidiaries entered into a new agreement with JPMC to refinance the 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 were capitalized as debt issuance costs.

In December 2021, the Company entered into a new agreement with JPMC to refinance its then existing November 2020 credit facility (the "2021 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 dates of both the revolver and term loan were 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 were capitalized as debt issuance costs.

On February 28, 2023, the Company amended the 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 are based on a quoted SOFR plus a SOFR adjustment of 0.10% and an applicable margin ranging from 1.75% to 2.75% as determined by the Company’s prevailing Leverage Ratio for the revolving and term loan Term Benchmark and RFR Spread debt (as each term is defined in the 2021 Credit Facility).

Interest on the Revolver and Term Loan are based on the outstanding principal amount during the interest period multiplied by the fluctuating bank prime rate plus the applicable margin of 1.75% or for portions of the debt converted to Term Benchmark Loan, the quoted SOFR rate plus the applicable margin of 2.85%. At March 31, 2023 and 2022, the effective interest rate on the Revolver and Term Loan was 7.99% and 3.65% per year, 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 0.35% on the unused portion of the $60,000 Revolver.

The credit facility is secured by substantially all of the assets of the Company. The Company recognized $5,161 and $3,011 of interest expense related to the Revolver and the Term Loan for the quarter ended March 31, 2023 and 2022, 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. At March 31, 2023 and December 31, 2022, the Company was in compliance with all financial covenants.

As of March 31, 2023 and December 31, 2022, there were no balances outstanding on the Revolver. At March 31, 2023, there was $60,000 available for borrowing under the Revolver.

The balances payable under all borrowing facilities are as follows:


	March 31, 2023		December 31, 2022
Total debt	$	362,793	$	363,122
Less: current portion of term loan (scheduled payments)	(18,750)		(14,372)
Less: deferred financing costs, net	(4,568)		(5,126)
Total long-term debt	$	339,475	$	343,624
Derivative liability - redemption with make-whole provision	$	993	$	285

The maturity of all the borrowings facilities is as follows:


Remainder of 2023	$	14,043
2024	18,750
2025	200,000
2026	130,000
Total debt	$	362,793

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 March 31, 2023, 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 agreement

as a cash flow hedge for accounting purposes, that was determined to be effective. The Company determined the fair value of the interest rate swap to be zero at the inception of the agreement and $6,957 and $8,651 at March 31, 2023 and December 31, 2022, respectively. 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 will be recognized at each reporting period in the Company’s financial statements.

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.

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EQUITY STRUCTURE	3 Months Ended
EQUITY STRUCTURE	Mar. 31, 2023
Equity [Abstract]
EQUITY STRUCTURE	EQUITY STRUCTURE Shares Authorized As of March 31, 2023, 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 March 31, 2023, there were 18,378,339 shares of Class A Common Stock issued and outstanding, 59,958,422 shares of Class B Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. Issuance of Common Stock In the quarter ended March 31, 2023, the Company issued 1,564,956 new shares of class A common stock pursuant primarily to the vesting of certain restricted stock units ("RSUs") during the quarter. The new shares were issued net of shares withheld for applicable taxes. Additionally, certain stockholders of the shares of Class B common stock exchanged 366,635 Class B units in Holdings together with the corresponding number of shares of the Company's Class B common stock in exchange for 366,635 shares of Class A common stock. Upon the exchange, the exchanged shares of Class B common stock and the corresponding number of shares of Class B units were canceled. Warrants As of March 31, 2023, the Company had 10,837,400 private warrants outstanding. Each private warrant entitles the registered holder to purchase one 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 March 31, 2023, the Company had 11,578,000 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 immediately after the Business Combination. The non-controlling interests in the Company are represented by Class B Units, or such other equity securities in the Company as the Board may establish in accordance with the terms hereof. Since the 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 expense is applied to the income attributable to the controlling interest as the income attributable to the non-controlling interest is pass-through income. The non-controlling interest has been adjusted to redemption value as of March 31, 2023 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 $596,587 on March 31, 2023. The redemption value was calculated by multiplying the 59,958,422 Class B Units outstanding at March 31, 2023 by the $9.95 trading price of our Class A common stock on December 27, 2021.

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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Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2023

STOCK-BASED COMPENSATION

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


	Three Months Ended March 31,
	2023		2022
Stock option expense	$	90	$	346
Restricted stock unit expense	3,481		631
Performance stock unit expense	408		—
Employee stock purchase plan	43		—
Incentive units	—		29
Total stock-based compensation expense	$	4,022	$	1,006

The following table sets forth the options activity under the Holdings' equity plan, which was assumed by the Company, for the three month period ended March 31, 2023:

Stock Option Activity


	Number of Shares	Weighted Average Exercise Price Per Shares		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2023	4,765,545	$	1.44	4.8	$	16,939
Granted	—	—
Exercised	(743,397)	$	0.01	1.9	$	5,464

Outstanding at March 31, 2023	4,022,148	$	1.71	4.6	$	22,744
Vested and expected to vest at March 31, 2023	4,022,148	$	1.71	6.5	$	22,744
Exercisable at March 31, 2023	3,907,118	$	1.58	3.1	$	22,602

Restricted Stock Unit Activity


			Number of Shares
Outstanding at January 1, 2023			5,497,066
Granted			1,464,824
Vested			(1,273,542)
Forfeited			(31,500)
Nonvested at March 31, 2023			5,656,848

Performance Stock Unit Activity


			Number of Shares
Outstanding at January 1, 2023			449,380
Granted			658,156
Vested			—

Nonvested at March 31, 2023			1,107,536

Earnouts


			Number of Shares
Outstanding at January 1, 2023			657,160
Granted			—
Vested			—

Nonvested at March 31, 2023			657,160

Incentive Units

Upon consummation of the Business Combination on December 27, 2021, all of the incentive units, whether vested or unvested, outstanding immediately prior to the merger that were not settled as part of the transaction, were assumed by the Company and converted into class B common stock. The incentive units converted into class B common stock outstanding were 1,236,027 as of March 31, 2023.

Unrecognized compensation cost for unvested stock options, restricted stock awards and performance stock units as of March 31, 2023 totaled $41,439, and is expected to be recognized over a weighted average period of approximately 2.6 years.

RETIREMENT PLANS	3 Months Ended
RETIREMENT PLANS	Mar. 31, 2023
Retirement Benefits [Abstract]
RETIREMENT PLANS	RETIREMENT PLANS Defined Contribution Plan The Company has a 401(k) profit sharing plan for all full-time employees who have attained the age of 21 and completed 90 days of service. The Company matches 100% of the first 1% and then 50% of the next 5% of employee contributions. Retirement plan expense for the three months ended March 31, 2023 and 2022 was approximately $525 and $428, respectively. Deferred Compensation Plan The Company had a self-administered deferred compensation plan that accrues a liability for the benefit of certain employees equal to 0.25% of the year-over-year change in Earnings Before Interest Depreciation “EBITDA” that began in 2014. The total liability was $242 at March 31, 2023 and December 31, 2022 and is recorded in other liabilities on the balance sheet. The Plan vest 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.

The entire disclosure for retirement benefits.

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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 on a recurring basis, consisted of the following types of instruments as of the following dates:


	Level 1		Level 2		Level 3		Total
March 31, 2023
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	—	$	6,957	$	6,957
Liabilities Carried at Fair Value:
Public warrants	$	13,662	$	—	$	—	$	13,662
Private warrants	—		—		13,438		13,438
Earnout consideration	—		—		17,063		17,063
Derivative liability - redemption with make-whole provision	—		—		993		993
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

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

Derivative asset - interest rate swap

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

Warrant liabilities

As a result of the Business Combination, the Company assumed 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 consolidated balance sheet. The warrant

liabilities were remeasured at March 31, 2023, with changes in fair value presented within revaluation of warrant liabilities in the consolidated statement of operations.

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


	Warrant Liabilities


Estimated fair value at December 31, 2022	$	16,341
Change in estimated fair value	10,759
Estimated fair value at March 31, 2023	$	27,100

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 as of March 31, 2023:


	March 31, 2023
Exercise Price	$	11.50
Risk-free interest rate	3.73		%
Expected volatility	36		%
Expected dividends	0		%
Expected term (years)	3.7 years
Common stock market value	$	7.36

The fair value of private 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. Earnout Considerations 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. The liability for Earnouts are remeasured at each reporting period at fair value, with changes in fair value recorded in earnings in accordance with ASC 815. The Company established the initial fair value for the earnouts at the closing date on December 27, 2021 using a Monte Carlo simulation model. The following table provides a reconciliation of the ending balances for the earnout consideration liabilities remeasured at fair value:


	Earnout Consideration Liability

Estimated fair value at December 31, 2022	$	15,090
Change in estimated fair value	1,973
Estimated fair value at March 31, 2023	$	17,063

The following assumptions were used to determine the fair value of the Earnout considerations as of March 31, 2023:


	March 31, 2023
Common stock market value	$	7.36
Risk-free interest rate	3.88% -4.21%
Expected volatility	50.0%- 52.5%
Expected dividends	0		%
Expected term (years)	1.7-2.7 years

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

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.

GEOGRAPHIC INFORMATION AND CONCENTRATIONS

GEOGRAPHIC INFORMATION AND CONCENTRATIONS

3 Months Ended

Mar. 31, 2023

Risks and Uncertainties [Abstract]

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


	Three Months Ended March 31,
	2023		2022
Net sales by region:
Domestic	$	73,667	$	62,381
International	21,649		21,802
Total	$	95,316	$	84,183

The Company’s principal direct customers as of March 31, 2023 consist primarily of leading international, foreign 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.

Three customers individually accounted for more than 10% of the Company’s revenue or 77.6%, combined, of total revenue for the three months ended March 31, 2023. Three customers individually accounted for more than 10% of the Company’s revenue or 83.3%, combined, of total revenue for the three months ended March 31, 2022. Three customers individually accounted for more than 10% of the Company’s accounts receivable or approximately 65% and two customers individually accounted for more than 10% or approximately 63% of total accounts receivable as of March 31, 2023 and December 31, 2022, respectively.

Three individual vendors accounted for more than 10% of purchases of supplies, or approximately 38% of total purchases, for the three months ended March 31, 2023. The Company primarily relied on one vendor that individually accounted for more than 10% of purchases of supplies, or approximately 11% of total purchases, for the three months ended March 31, 2022.

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company recorded income tax benefit of $1,263 for the three months ended March 31, 2023 and income tax provision of $543 for the three months ended March 31, 2022. Federal, state and local income tax returns for years prior to 2018 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. In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes. The Company's interim effective tax rate, inclusive of any discrete items, was (13.33)% and 1.98% for the three months ended March 31, 2023 and March 31, 2022, respectively. The Company’s effective income tax rate differs from the U.S. statutory rate primarily due to the non-controlling interest adjustment as the income attributable to the non-controlling interest is pass-through income. 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.

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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Commitments and Contingencies Disclosure [Abstract]

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

EARNINGS PER SHARE

The following table sets forth the computation of net income used to compute basic and diluted net earnings per share of Class A common stock for the three months ended March 31, 2023 and March 31,2022, respectively. Class B common shares do not participate in the Company's income or loss and are therefore not participating securities.


	Three Months Ended March 31,
	2023		2022
Basic and diluted:
Net income	$	10,737	$	26,908
Less: Net income attributable to non-controlling interest	(8,408)		(23,514)
Net income attributable to Class A Common Stockholders - basic	$	2,329	$	3,394
Plus: adjustment to net income due to net effect of equity awards, exchangeable notes and class B units	8,410		—
Net income attributable to Class A Common Stockholders after adjustment	$	10,739	$	3,394
Weighted average common shares outstanding used in computing net income per share - basic	17,632,000		14,934,000
Plus: net effect of dilutive equity awards, exchangeable notes and class B units - diluted	77,104,000		—
Weighted average common shares outstanding used in computing net income per share - diluted	94,736,000		14,934,000
Net income per share—basic (1)	$	0.13	$	0.23
Net income per share—diluted (1)	$	0.11	$	0.23

(1) Effective April 1, 2022, the Company changed its valuation allocation methodology to allocate the net income to redeemable non-controlling interest and CompoSecure, Inc. for the quarter ended March 31, 2022 and therefore the amounts previously reported have been adjusted to conform to the new methodology. See Note 2.

Basic earnings per share for the three months ended March 31, 2023 was calculated by dividing net income attributable to Class A Common shareholders of $2,329 divided by 17,632,000 of weighted average Class A common shares outstanding at March 31,2023. Diluted earnings per share for the three months ended March 31, 2023 was calculated by dividing net income adjusted for net effects of dilutive equity awards, exchangeable notes and class B units of $10,739,

divided by 94,736,000 of weighted average common shares after adjusting for the net effects of dilutive equity awards, exchangeable notes and class B units outstanding at March 31, 2023.

Basic and diluted earnings per share for the three months ended March 31, 2022 was calculated by dividing net income attributable to Class A Common shareholders of $3,394 divided by 14,934,000 of weighted average Class A common shares outstanding at March 31, 2022.

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

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


	Three months ended March 31, 2023	Three Months Ended March 31, 2022
Potentially dilutive securities:
Warrants	22,415,400	22,415,400
Class B common units	—	61,136,800
Exchangeable notes	—	12,999.978
Earnout consideration shares	7,500,000	7,500,000
Equity awards	1,112,413	4,331,022

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.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2023

COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. Future minimum commitments under all non-cancelable operating leases are as follows:


2023 (excluding the three months ended March 31, 2023)	$	1,684
2024	2,245
2025	2,319
2026	1,882
2027	912
Later years	1,205
Total lease payments	10,247
Less: Imputed interest	(607)
Present value of lease liabilities	$	9,640

Tax Receivable Agreement

The Company is obligated to make payments under the tax receivable agreement to the TRA Holders. 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 March 31, 2023, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement:


2023	$	2,367
2024	1,492
2025	1,483
2026	1,513
2027	1,544
Later years	19,413
Total payments	$	27,812

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.

LitigationThe 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 and cash flows. Litigation costs are expensed as incurred.

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2023
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 was then a member of Holdings' Board of Managers. The individual was a Class B stockholder of the Company at December 31, 2022 and during the quarter ended March 31, 2023, however, was no longer a stockholder at March 31, 2023. Expenses relating to this sales representation agreement for the three months ended March 31, 2023 and 2022 amounted to $4,067 and $2,802, respectively and are 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 March 31, 2023 and December 31, 2022 related to this agreement were $4,951 and $3,317. 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 13. 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. For the quarter ended March 31, 2023, Holdings distributed a total of $12,359 of tax distributions to its members, of which $2,645 was paid to CompoSecure, Inc. (the parent company), resulting in a net tax distribution to all other members of $9,714.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Accounting	The accompanying consolidated financial statements are presented in conformity 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 subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications	Certain reclassifications have been made to conform to the current year presentation.
Use of Estimates	The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes, which are marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, changes in the fair value of warrant liabilities, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability.
Revenue Recognition	The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of March 31, 2023 or December 31, 2022. 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.
Segment Information	The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President. The Company's chief operating decision-maker ("CODM") is its Chief Executive Officer and President, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. The Company does not operate separate lines of business with respect to any of its products and does not review discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.
Net Income Per Share	The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A common stock but is exclusive of Class B common stock as these shares have no economic or participating rights. Effective April 1, 2022, the Company changed its methodology to apply the accounting policy to calculate the basic and diluted earnings per share as well 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 of the equity awards, exchange of the Class B units and Exchangeable Notes ("securities") only if the effect is not anti-dilutive. The Company 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 ASC 250-10. See Note 12.
Recent Accounting Pronouncements - Adopted and Not Yet Adopted	Recent Accounting Pronouncements – Adopted in current fiscal year In March 2020, the FASB issued ASU No. 2020-4, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (ASU 2020-4), and in December 2022, the FASB issued ASU No. 2022-6, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date for Topic 848" (ASU 2022-6). ASU 2020-4 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This guidance is elective and applies to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2022-6 defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. During the first quarter of fiscal 2023, the Company adopted the expedient in accounting for the amendments to the Company's 2021 Credit Facility agreement which were made as a result of the replacement of LIBOR as a reference rate. On February 28, 2023, the Company amended the 2021 Credit Facility to, among other things, transition from bearing interest based on LIBOR to Secured Overnight Financing Rate ("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 5, Debt, for further details regarding the interest rate effected by these amendments, which will be applied prospectively. The adoption of these ASUs did not have a material impact to the Company's 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 current expected credit loss ("CECL") model under ASC 326. The Company adopted the CECL model effective January 1, 2022. The adoption of this ASU did not have any impact on the Company's financial statements.

Disclosure of accounting policy for revenue from contract with customer.

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Schedule of Inventory By Major Class

INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

The major classes of inventories were as follows:


	March 31, 2023		December 31, 2022
Raw materials	$	49,610	$	43,313
Work in process	5,468		2,892
Finished goods	478		450
Inventory reserve	(4,281)		(4,281)
	$	51,275	$	42,374

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:


	Useful Life	March 31, 2023		December 31, 2022
Machinery and equipment	5 - 10 years	$	65,632	$	64,626
Furniture and fixtures	3 - 5 years	987		987
Computer equipment	3 - 5 years	927		927
Leasehold improvements	Shorter of lease term or estimated useful life	13,064		11,993
Vehicles	5 years	264		264
Software	1 - 3 years	2,924		2,924
Construction in progress		5,735		4,145
Total		89,533		85,866
Less: Accumulated depreciation and amortization		(65,251)		(63,211)
Property and equipment, net		$	24,282	$	22,655

DEBT (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Balances Payable Under All Borrowing Facilities

The balances payable under all borrowing facilities are as follows:


	March 31, 2023		December 31, 2022
Total debt	$	362,793	$	363,122
Less: current portion of term loan (scheduled payments)	(18,750)		(14,372)
Less: deferred financing costs, net	(4,568)		(5,126)
Total long-term debt	$	339,475	$	343,624
Derivative liability - redemption with make-whole provision	$	993	$	285

Maturity of Borrowings

The maturity of all the borrowings facilities is as follows:


Remainder of 2023	$	14,043
2024	18,750
2025	200,000
2026	130,000
Total debt	$	362,793

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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Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2023

Summary of Share Based Compensation Expense

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


	Three Months Ended March 31,
	2023		2022
Stock option expense	$	90	$	346
Restricted stock unit expense	3,481		631
Performance stock unit expense	408		—
Employee stock purchase plan	43		—
Incentive units	—		29
Total stock-based compensation expense	$	4,022	$	1,006

Stock Option Activity


	Number of Shares	Weighted Average Exercise Price Per Shares		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2023	4,765,545	$	1.44	4.8	$	16,939
Granted	—	—
Exercised	(743,397)	$	0.01	1.9	$	5,464

Outstanding at March 31, 2023	4,022,148	$	1.71	4.6	$	22,744
Vested and expected to vest at March 31, 2023	4,022,148	$	1.71	6.5	$	22,744
Exercisable at March 31, 2023	3,907,118	$	1.58	3.1	$	22,602

Restricted Stock, Performance Stock Unit and Earnouts Activity

Restricted Stock Unit Activity


			Number of Shares
Outstanding at January 1, 2023			5,497,066
Granted			1,464,824
Vested			(1,273,542)
Forfeited			(31,500)
Nonvested at March 31, 2023			5,656,848

Performance Stock Unit Activity


			Number of Shares
Outstanding at January 1, 2023			449,380
Granted			658,156
Vested			—

Nonvested at March 31, 2023			1,107,536

Earnouts


			Number of Shares
Outstanding at January 1, 2023			657,160
Granted			—
Vested			—

Nonvested at March 31, 2023			657,160

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2023

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
March 31, 2023
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	—	$	6,957	$	6,957
Liabilities Carried at Fair Value:
Public warrants	$	13,662	$	—	$	—	$	13,662
Private warrants	—		—		13,438		13,438
Earnout consideration	—		—		17,063		17,063
Derivative liability - redemption with make-whole provision	—		—		993		993
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

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
March 31, 2023
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	—	$	6,957	$	6,957
Liabilities Carried at Fair Value:
Public warrants	$	13,662	$	—	$	—	$	13,662
Private warrants	—		—		13,438		13,438
Earnout consideration	—		—		17,063		17,063
Derivative liability - redemption with make-whole provision	—		—		993		993
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

Reconciliation of Warrant Liabilities Measured at Fair Value

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


	Warrant Liabilities


Estimated fair value at December 31, 2022	$	16,341
Change in estimated fair value	10,759
Estimated fair value at March 31, 2023	$	27,100

Assumptions Used to Determine Fair Value

The following assumptions were used to determine the fair value of the private warrants as of March 31, 2023:


	March 31, 2023
Exercise Price	$	11.50
Risk-free interest rate	3.73		%
Expected volatility	36		%
Expected dividends	0		%
Expected term (years)	3.7 years
Common stock market value	$	7.36

The following assumptions were used to determine the fair value of the Earnout considerations as of March 31, 2023:


	March 31, 2023
Common stock market value	$	7.36
Risk-free interest rate	3.88% -4.21%
Expected volatility	50.0%- 52.5%
Expected dividends	0		%
Expected term (years)	1.7-2.7 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

Estimated fair value at December 31, 2022	$	15,090
Change in estimated fair value	1,973
Estimated fair value at March 31, 2023	$	17,063

GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Tables)

3 Months Ended

Mar. 31, 2023

Risks and Uncertainties [Abstract]

Geographical Revenue Information

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


	Three Months Ended March 31,
	2023		2022
Net sales by region:
Domestic	$	73,667	$	62,381
International	21,649		21,802
Total	$	95,316	$	84,183

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share


	Three Months Ended March 31,
	2023		2022
Basic and diluted:
Net income	$	10,737	$	26,908
Less: Net income attributable to non-controlling interest	(8,408)		(23,514)
Net income attributable to Class A Common Stockholders - basic	$	2,329	$	3,394
Plus: adjustment to net income due to net effect of equity awards, exchangeable notes and class B units	8,410		—
Net income attributable to Class A Common Stockholders after adjustment	$	10,739	$	3,394
Weighted average common shares outstanding used in computing net income per share - basic	17,632,000		14,934,000
Plus: net effect of dilutive equity awards, exchangeable notes and class B units - diluted	77,104,000		—
Weighted average common shares outstanding used in computing net income per share - diluted	94,736,000		14,934,000
Net income per share—basic (1)	$	0.13	$	0.23
Net income per share—diluted (1)	$	0.11	$	0.23

Antidilutive Shares Excluded from Calculation

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


	Three months ended March 31, 2023	Three Months Ended March 31, 2022
Potentially dilutive securities:
Warrants	22,415,400	22,415,400
Class B common units	—	61,136,800
Exchangeable notes	—	12,999.978
Earnout consideration shares	7,500,000	7,500,000
Equity awards	1,112,413	4,331,022

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Future Minimum Commitments Under Operating Leases

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


2023 (excluding the three months ended March 31, 2023)	$	1,684
2024	2,245
2025	2,319
2026	1,882
2027	912
Later years	1,205
Total lease payments	10,247
Less: Imputed interest	(607)
Present value of lease liabilities	$	9,640

Tax Receivable Agreement Maturity

As of March 31, 2023, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement:


2023	$	2,367
2024	1,492
2025	1,483
2026	1,513
2027	1,544
Later years	19,413
Total payments	$	27,812

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Contract assets	$ 0	$ 0
Contract liabilities	$ 0	$ 0
Revenue, payment terms, minimum	15 days
Revenue, payment terms, maximum	60 days
Revenue, payment due	90 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segments (Details)	3 Months Ended
	Mar. 31, 2023 segment
Accounting Policies [Abstract]
Number of operating segments	1
Number of reportable segments	1

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 49,610	$ 43,313
Work in process	5,468	2,892
Finished goods	478	450
Inventory reserve	(4,281)	(4,281)
Inventories	$ 51,275	$ 42,374

PROPERTY AND EQUIPMENT - Components (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 89,533	$ 85,866
Less: Accumulated depreciation and amortization	(65,251)	(63,211)
Property and equipment, net	24,282	22,655
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 65,632	64,626
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	10 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 987	987
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 927	927
Computer equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Computer equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 13,064	11,993
Vehicles
Property, Plant and Equipment [Line Items]
Useful Life	5 years
Property and equipment, gross	$ 264	264
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,924	2,924
Software \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life	1 year
Software \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life	3 years
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,735	$ 4,145

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 2,040	$ 2,349

DEBT - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Apr. 19, 2021 USD ($) day $ / shares	Jan. 31, 2022 USD ($)	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Nov. 30, 2020 USD ($)	Nov. 05, 2020 USD ($)	Jul. 31, 2019 USD ($)
Debt Instrument [Line Items]
Derivative liability - redemption with make-whole provision			$ 993	$ 285	$ 285
Loss on derivative			708	248
Payment of term loan			330	3,125
Amount outstanding			339,475		343,624
Derivative gain at settlement		$ 400
Derivative notional amount			125,000
Derivative asset - interest rate swap			$ 6,957		$ 8,651			$ 0
2016 Credit Facility
Debt Instrument [Line Items]
Debt issuance costs						$ 1,800	$ 3,200
Maximum borrowing capacity						310,000	300,000
2016 Credit Facility \| SOFR
Debt Instrument [Line Items]
Basis spread on variable interest rate			2.85%
2016 Credit Facility \| Prime rate
Debt Instrument [Line Items]
Basis spread on variable interest rate			1.75%
2021 Credit Facility \| SOFR
Debt Instrument [Line Items]
Basis spread on variable interest rate			0.10%
2021 Credit Facility \| SOFR \| Minimum
Debt Instrument [Line Items]
Basis spread on variable interest rate			1.75%
2021 Credit Facility \| SOFR \| Maximum
Debt Instrument [Line Items]
Basis spread on variable interest rate			2.75%
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
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%
Interest expense			$ 2,362	2,354
Effective interest rate			7.40%
Debt issuance costs	$ 2,600
Line of credit and term loan \| 2016 Credit Facility
Debt Instrument [Line Items]
Interest expense			$ 5,161	$ 3,011
Effective interest rate			7.99%	3.65%
Line of Credit \| 2016 Credit Facility \| Revolver
Debt Instrument [Line Items]
Maximum borrowing capacity									$ 60,000
Annual commitment fee percentage			0.35%
Availability for borrowing			$ 60,000
Term loan \| 2016 Credit Facility
Debt Instrument [Line Items]
Face amount						$ 250,000	$ 240,000

DEBT - Balances Payable (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Debt Disclosure [Abstract]
Total debt	$ 362,793	$ 363,122
Less: current portion of term loan (scheduled payments)	(18,750)	(14,372)
Less: deferred financing costs, net	(4,568)	(5,126)
Total long-term debt	339,475	343,624
Derivative liability - redemption with make-whole provision	$ 993	$ 285	$ 285

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

DEBT - Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Remainder of 2023	$ 14,043
2024	18,750
2025	200,000
2026	130,000
Total debt	$ 362,793	$ 363,122

EQUITY STRUCTURE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 27, 2021
Class of Stock [Line Items]
Preferred stock, authorized (shares)	10,000,000	10,000,000
Preferred stock, issued (shares)	0	0
Preferred stock, outstanding (shares)	0	0
Share price (usd per share)	$ 7.36
Private warrants
Class of Stock [Line Items]
Warrants outstanding (shares)	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
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)	18,378,339	16,446,748
Common stock, outstanding (shares)	18,378,339	16,446,748
Share price (usd per share)			$ 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)	59,958,422	60,325,057
Common stock, outstanding (shares)	59,958,422	60,325,057
Common stock redemption value	$ 596,587

STOCK-BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 4,022	$ 1,006
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	90	346
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	3,481	631
Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	408	0
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	43	0
Incentive units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 0	$ 29

STOCK-BASED COMPENSATION - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Shares
Outstanding (in shares)	4,765,545
Granted (in shares)	0
Exercised (in shares)	(743,397)
Outstanding (in shares)	4,022,148	4,765,545
Vested and expected to vest (in shares)	4,022,148
Exercisable (in shares)	3,907,118
Weighted Average Exercise Price Per Shares
Outstanding (in usd per share)	$ 1,440
Granted (in usd per share)	0
Exercised (in usd per share)	10.00
Outstanding (in usd per share)	1,710	$ 1,440
Vested and expected to vest (in usd per share)	1,710
Exercisable (in usd per share)	$ 1,580
Weighted Average Remaining Contractual Term
Outstanding, weighted average remaining contractual term	4 years 7 months 6 days	4 years 9 months 18 days
Exercised, weighted average remaining contractual term	1 year 10 months 24 days
Vested and expected to vest, weighted average remaining contractual term	6 years 6 months
Exercisable, weighted average remaining contractual term	3 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding, aggregate intrinsic value	$ 22,744	$ 16,939
Exercised, aggregate intrinsic value	5,464
Vested and expected to vest, aggregate intrinsic value	22,744
Exercisable, aggregate intrinsic value	$ 22,602

STOCK-BASED COMPENSATION - Restricted Stock and Performance Stock Unit, and Earnouts Activity (Details)	3 Months Ended
	Mar. 31, 2023 shares
Restricted stock units
Number of Shares
Nonvested (in shares)	5,497,066
Granted (in shares)	1,464,824
Vested (in shares)	(1,273,542)
Forfeited (in shares)	(31,500)
Nonvested (in shares)	5,656,848
Performance stock units
Number of Shares
Nonvested (in shares)	449,380
Granted (in shares)	658,156
Vested (in shares)	0
Nonvested (in shares)	1,107,536
Earnout consideration shares
Number of Shares
Nonvested (in shares)	657,160
Granted (in shares)	0
Vested (in shares)	0
Nonvested (in shares)	657,160

STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost \| $	$ 41,439
Unrecognized compensation expense, period of recognition	2 years 7 months 6 days
Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards outstanding (shares) \| shares	1,236,027

RETIREMENT PLANS - Defined Contribution Plan (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Defined Contribution Plan Disclosure [Line Items]
Required period of service to participate in plan	90 days
Retirement plan expense	$ 525	$ 428
Matching scenario one
Defined Contribution Plan Disclosure [Line Items]
Employer match percentage	100.00%
Employee contributions percentage	1.00%
Matching scenario two
Defined Contribution Plan Disclosure [Line Items]
Employer match percentage	50.00%
Employee contributions percentage	5.00%

RETIREMENT PLANS - Deferred Compensation Plan (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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%

FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Nov. 05, 2020
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$ 6,957	$ 8,651	$ 0
Liabilities Carried at Fair Value:
Warrant liability	27,100	16,341
Earnout consideration	17,063	15,090
Derivative liability - redemption with make-whole provision	993	285
Public warrants
Liabilities Carried at Fair Value:
Warrant liability	13,662	8,105
Private warrants
Liabilities Carried at Fair Value:
Warrant liability	13,438	8,236
Level 1
Assets Carried at Fair Value:
Derivative asset - interest rate swap	0	0
Liabilities Carried at Fair Value:
Earnout consideration	0	0
Derivative liability - redemption with make-whole provision	0	0
Level 1 \| Public warrants
Liabilities Carried at Fair Value:
Warrant liability	13,662	8,105
Level 1 \| Private warrants
Liabilities Carried at Fair Value:
Warrant liability	0	0
Level 2
Assets Carried at Fair Value:
Derivative asset - interest rate swap	0	0
Liabilities Carried at Fair Value:
Earnout consideration	0	0
Derivative liability - redemption with make-whole provision	0	0
Level 2 \| Public warrants
Liabilities Carried at Fair Value:
Warrant liability	0	0
Level 2 \| Private warrants
Liabilities Carried at Fair Value:
Warrant liability	0	0
Level 3
Assets Carried at Fair Value:
Derivative asset - interest rate swap	6,957	8,651
Liabilities Carried at Fair Value:
Earnout consideration	17,063	15,090
Derivative liability - redemption with make-whole provision	993	285
Level 3 \| Public warrants
Liabilities Carried at Fair Value:
Warrant liability	0	0
Level 3 \| Private warrants
Liabilities Carried at Fair Value:
Warrant liability	$ 13,438	$ 8,236

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Nov. 05, 2020
Fair Value Disclosures [Abstract]
Derivative notional amount	$ 125,000
Derivative asset - interest rate swap	$ 6,957	$ 8,651	$ 0
Earnout shares (in shares)	7,500,000

FAIR VALUE MEASUREMENTS - Reconciliation of Warrant Liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class of Warrant or Right [Roll Forward]
Estimated fair value at December 31, 2022	$ 16,341
Change in estimated fair value	10,759	$ 1,424
Estimated fair value at March 31, 2023	$ 27,100

FAIR VALUE MEASUREMENTS - Fair Value Assumptions - Private Warrants (Details)	Mar. 31, 2023 $ / shares year
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Common Stock market value (usd per share)	$ 7.36
Exercise Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0373
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.36
Expected dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| year	3.7

FAIR VALUE MEASUREMENTS - Earnout Consideration (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative Instrument, Contingent Consideration, Liability [Roll Forward]
Estimated fair value at December 31, 2022	$ 15,090
Change in estimated fair value	1,973	$ (4,107)
Estimated fair value at March 31, 2023	$ 17,063

FAIR VALUE MEASUREMENTS - Fair Value Assumptions - Earnout Consideration (Details)	Mar. 31, 2023 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Common Stock market value (usd per share)	$ 7.36
Risk-free interest rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	0.0388
Risk-free interest rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	0.0421
Expected volatility \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	0.500
Expected volatility \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	0.525
Expected dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	0
Expected term (years) \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	1.7
Expected term (years) \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, measurement input	2.7

GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Geographical Revenue Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total	$ 95,316	$ 84,183
Domestic
Disaggregation of Revenue [Line Items]
Total	73,667	62,381
International
Disaggregation of Revenue [Line Items]
Total	$ 21,649	$ 21,802

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

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GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Additional Information (Details)			3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Revenue \| Customer concentration risk \| Three customers
Concentration Risk [Line Items]
Concentration risk, percentage			77.60%	83.30%
Accounts receivable \| Customer concentration risk \| Three customers
Concentration Risk [Line Items]
Concentration risk, percentage	65.00%
Accounts receivable \| Customer concentration risk \| Two customers
Concentration Risk [Line Items]
Concentration risk, percentage		63.00%
Purchases \| Supplier concentration risk \| One vendor
Concentration Risk [Line Items]
Concentration risk, percentage				11.00%
Purchases \| Supplier concentration risk \| Three vendors
Concentration Risk [Line Items]
Concentration risk, percentage			38.00%

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax benefit (expense)	$ 1,263	$ (543)
Effective income tax rate	(13.33%)	1.98%

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

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

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Basic and diluted:

Less: Net income attributable to non-controlling interest

$ 10,737

$ 26,908

(8,408)

(23,514)

Net income attributable to Class A Common Stockholders - basic

2,329

3,394

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

8,410

Net income attributable to Class A Common Stockholders after adjustment

$ 10,739

$ 3,394

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

^[1]

17,632,000

14,934,000

Plus: net effect of dilutive stock options and exchangeable notes (in shares)

77,104,000

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

^[1]

94,736,000

14,934,000

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

^[1]

$ 0.13

$ 0.23

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

^[1]

$ 0.11

$ 0.23

[1]

EARNINGS PER SHARE - Antidilutive Shares (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	22,415,400,000	22,415,400,000
Class B Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	0	61,136,800
Exchangeable notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	0	12,999,978
Earnout consideration shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	7,500,000,000	7,500,000,000
Equity awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	1,112,413,000	4,331,022,000

Commitment and Contingencies - Leases (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023 (excluding the three months ended March 31, 2023)	$ 1,684
2024	2,245
2025	2,319
2026	1,882
2027	912
Later years	1,205
Total lease payments	10,247
Less: Imputed interest	(607)
Present value of lease liabilities	$ 9,640

COMMITMENTS AND CONTINGENCIES - Tax Receivable Agreement (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 2,367
2024	1,492
2025	1,483
2026	1,513
2027	1,544
Later years	19,413
Total payments	$ 27,812

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Expenses, related parties	$ 4,067	$ 2,802
Amounts accrued, related parties	4,951		$ 3,317
Tax distributions	12,359
CompoSecure
Related Party Transaction [Line Items]
Tax distributions	2,645
All other members
Related Party Transaction [Line Items]
Tax distributions	$ 9,714

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

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