0001823144-24-000002 | 10-K | XBRL Viewer

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

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


2024	$	1,425
2025	1,484
2026	1,513
2027	1,544
2028	1,568
Later years	17,840
Total Payments	$	25,374

SUBSEQUENT EVENTS (Details) $ in Thousands	Mar. 01, 2024 USD ($)
Subsequent Event \| Revolver \| 2024 Amendment \| Line of credit
Subsequent Event [Line Items]
Maximum instrument repurchase amount	$ 40,000

GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Geographical Revenue Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 390,629	$ 378,476	$ 267,948
Domestic
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	321,470	295,423	218,441
International
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 69,159	$ 83,053	$ 49,507

- Definition

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

+ References

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+ Details

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Income Statement [Abstract]

Net sales

$ 390,629

$ 378,476

$ 267,948

Cost of sales

181,547

158,832

123,099

Gross profit

209,082

219,644

144,849

Operating expenses:

Selling, general and administrative expenses

89,995

104,749

63,424

Income from operations

119,087

114,895

81,425

Other income (expense):

Revaluation of warrant liability

8,047

18,930

3,485

Revaluation of earnout consideration liability

14,237

23,337

9,575

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

(139)

266

Interest expense, net of interest income of $4,977, $1,249 and $0 in 2023, 2022 and 2021, respectively

(22,548)

(20,129)

(10,235)

Amortization of deferred financing costs

(1,608)

(2,415)

(1,693)

Other income

1,291

Total other income (expense), net

(2,011)

21,280

1,132

Income before income taxes

117,076

136,175

82,557

Income tax (expense) benefit

(4,556)

(4,360)

857

Net income

112,520

131,815

83,414

Net income attributable to redeemable non-controlling interests

^[1]

93,281

113,158

80,260

Net income attributable to CompoSecure, Inc

^[1]

$ 19,239

$ 18,657

$ 3,154

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

^[2]

$ 1.03

$ 1.21

$ 0.21

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

^[2]

$ 0.96

$ 1.13

$ 0.12

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

18,660,872

15,372,422

14,929,982

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

35,312,111

32,555,317

94,569,858

[1]

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

[2]

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

INVENTORIES

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

INVENTORIES

The major classes of inventories were as follows:


	December 31,
	2023		2022
Raw materials	$	50,867	$	43,313
Work in process	4,110		2,892
Finished goods	662		450
Inventory reserve	(3,099)		(4,281)
	$	52,540	$	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.

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Accrued expenses	$ 11,986	$ 10,154
Payment of tax receivable agreement liability	2,436	110	$ 0
Tax distributions	49,955	44,434
Parent Company
Related Party Transaction [Line Items]
Tax distributions	11,593	8,141
Affiliated Entity
Related Party Transaction [Line Items]
Tax distributions	38,362	36,293
Related Party
Related Party Transaction [Line Items]
Selling, general and administrative expenses	13,869	21,959	9,508
Accrued expenses	4,429	3,317	$ 3,402
Payment of tax receivable agreement liability	$ 2,436	$ 110

COMMITMENTS AND CONTINGENCIES - Schedule of Tax Receivable Agreement Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
2024	$ 1,425
2025	1,484
2026	1,513
2027	1,544
2028	1,568
Later years	17,840
Tax receivable agreement liability	$ 25,374	$ 26,842

DEBT (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Balances payable under all borrowing facilities

The balances payable under all borrowing facilities are as follows:


	December 31, 2023						December 31, 2022
	Term Loan		Exchangeable Notes		Total debt		Term Loan		Exchangeable Notes		Total debt
Loan Balance	$	210,313	$	130,000	$	340,313	$	233,122	$	130,000	$363,122
Less: current portion of term loan (scheduled payments)	(10,313)		—		(10,313)		(14,372)		—		(14,372)
Less: net deferred financing and discount costs	(1,669)		(2,168)		(3,837)		(2,474)		(2,652)		(5,126)
Total Long Term debt	$	198,331	$	127,832	$	326,163	$	216,276	$	127,348	$	343,624
Derivative liability - redemption with make-whole provision			$	425					$	285

Schedule of Maturity of borrowings

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


Years
2024	$	10,313
2025	200,000
2026	130,000
Total debt	$	340,313

- Definition

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

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+ Details

EQUITY COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Jan. 01, 2024 shares	Dec. 27, 2021 shares	May 31, 2017 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares	Dec. 27, 2021	Dec. 27, 2021 segment	Dec. 27, 2021 vote	Dec. 27, 2021 grantee	Dec. 26, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment award, expense \| $				$ 17,562	$ 11,465	$ 6,113
Options outstanding (shares)		6,823,006		3,278,463	4,765,545	5,409,771						9,778
Options exercised (shares)				1,487,082	644,226	1,413,235
Number of grantees affected by recapitalization \| grantee											12
Earnout shares (shares)		7,500,000
Shares subject to ASC 718 (shares)				657,160		657,160
Shares subject to ASC 718, for each phase (shares)				328,580		328,580
Earnout shares, intrinsic value \| $						$ 5,395
Grant date fair value (usd per share) \| $ / shares							$ 6.36
Options exercisable and vested (shares)				3,274,954	4,616,197	4,947,921
Weighted average exercise price (usd per share) \| $ / shares				$ 1.88	$ 1.29	$ 1.26
Weighted average remaining contractual term for options exercisable				2 years 10 months 24 days	3 years 1 month 6 days	3 years 10 months 24 days
Unrecognized compensation expense for options \| $				$ 3
Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of votes per share									1	1
Recapitalization exchange ratio								1
Awards outstanding (shares)				1,236,027
Restricted stock unit expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (shares)				1,881,852
Unrecognized compensation expense \| $				$ 26,441
Share-based payment award, expense \| $				$ 14,753	$ 10,173	$ 0
Restricted stock unit expense \| Share-Based Payment Arrangement, Nonemployee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				1 year
Performance stock unit expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (shares)				658,156	449,380
Unrecognized compensation expense \| $				$ 3,402
Share-based payment award, expense \| $				$ 2,369	$ 0	0
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (shares)		2,411,452
Purchase price discount		15.00%
Remaining shares authorized for issuance (shares)				2,312,747	2,393,193
Share-based payment award, stock issued (shares)				80,446	18,259
Share-based payment award, expense \| $				$ 135	$ 25	0
Stock option expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment award, expense \| $				$ 305	1,228	1,310
Unrecognized compensation expense, period of recognition				1 year
Earnout consideration
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (shares)				0
Share-based payment award, expense \| $				$ 0	$ 0	4,610
Incentive units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted (shares)			1,320,765	0	0
Share-based payment award, expense \| $				$ 0	$ 39	$ 193
Profits interest hurdle \| $			$ 232,232
Minimum \| Restricted stock unit expense \| Share-Based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				2 years
Minimum \| Stock option expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years
Maximum \| Restricted stock unit expense \| Share-Based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years
Maximum \| Stock option expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				5 years
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (shares)				6,680,253	12,030,280
Increase in authorized number of shares, percentage								4.00%
2021 Plan \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (shares)	10,033,262
Number of additional shares authorized (shares)	3,321,334

REVENUE RECOGNITION (Details)	12 Months Ended
REVENUE RECOGNITION (Details)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues \| Customer concentration risk \| Top two customers
Concentration Risk [Line Items]
Concentration risk percentage	70.50%	67.30%	71.90%

DEBT - Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2024	$ 10,313
2025	200,000
2026	130,000
Total debt	$ 340,313	$ 363,122

LEASES - Supplemental Cash Flow Information and Non-Cash Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$ 2,303	$ 1,700	$ 1,272
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$ 491	$ 5,104	$ 0

GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Narrative (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues \| Customer concentration risk \| Two customers
Concentration Risk [Line Items]
Concentration risk percentage	70.50%	67.30%	71.90%
Accounts receivable \| Customer concentration risk \| Two customers
Concentration Risk [Line Items]
Concentration risk percentage	73.00%	63.00%
Purchases \| Vendor concentration risk \| Two vendors
Concentration Risk [Line Items]
Concentration risk percentage	10.00%	10.00%

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income before benefit for income taxes

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


	Year Ended December 31,
	2023		2022		2021
Income before income taxes	$	117,076	$	136,175	$	82,557
Income before income taxes attributable to period subsequent to business combination for the year ended December 31, 2021 (1)	$	—	$	—	$	12,206

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

Components of benefit for income taxes

The components of the benefit for income taxes for the year ended December 31, 2023, December 31, 2022 and December 31, 2021 consisted of the following:


	Year Ended December 31,
	2023		2022		2021
Current:
Federal	$	1,810	$	1,140	$	—
State	79		27		—
	1,889		1,167		—
Deferred:
Federal	3,091		3,477		(856)
State	(424)		(284)		(1)
	2,667		3,193		(857)
Total Provision (benefit) from income taxes	$	4,556	$	4,360	(857)

Reconciliation of taxes at the federal statutory rate

The reconciliation of income taxes at the federal statutory rate to provision for income taxes for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 were as follows:


	Year Ended December 31,
	2023		2022		2021
U.S. federal statutory tax rate	21.00	%	21.00	%	21.00	%
State taxes	0.72	%	0.28	%	0.03	%
Valuation allowances	3.26	%	1.11	%	—
NCI adjustment	(17.37)	%	(17.52)	%	(18.53)	%
Permanent differences	(3.82)	%	(0.64)	%	(3.35)	%
OCI Adjustment	0.09	%	(0.27)	%	—	%
Other temporary differences	0.01	%	(0.76)	%	—	%
Effective income tax rate	3.89	%	3.20	%	(0.85)	%

Components of deferred tax assets

The components of the deferred tax assets were as follows:


	Year Ended December 31,
	2023		2022		2021
Deferred Tax Assets:
Investment in Holdings	$	34,162	$	32,256	$	29,102
Imputed Interest	727		686		623

Earnout consideration liability	—		—		970
Stock Options/ RSU's	1		—		—
Net operating loss carryforward	—		—		819
Total deferred tax assets	$	34,890	$	32,942	$	31,514
Valuation Allowance	(11,193)		(7,373)		(5,864)
Total deferred tax assets net of valuation allowance	$	23,697	$	25,569	$	25,650

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

EQUITY COMPENSATION- Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 17,562	$ 11,465	$ 6,113
Stock option expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	305	1,228	1,310
Earnout consideration
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	0	0	4,610
Restricted stock unit expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	14,753	10,173	0
Performance stock unit expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	2,369	0	0
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	135	25	0
Incentive units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 0	$ 39	$ 193

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
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-Section 35
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+ Details

LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 1,829	$ 1,854	$ 1,305
Variable lease cost	897	653	444
Total lease cost	$ 2,726	$ 2,507	$ 1,749

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:


		December 31,
	Useful Life	2023		2022
Machinery and equipment	5 - 10 years	$	72,538	$	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	14,981		11,993
Vehicles	5 years	264		264
Software	1 - 3 years	2,924		2,924
Construction in progress		4,189		4,145
Total		96,810		85,866
Less: Accumulated depreciation and amortization		(71,598)		(63,211)
Property and equipment, net		$	25,212	$	22,655

Depreciation and amortization expense for the years ended December 31, 2023, 2022, and 2021, was $8,387, $8,575, and $10,428, respectively.

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

GEOGRAPHIC INFORMATION AND CONCENTRATIONS

12 Months Ended

Dec. 31, 2023

Risks and Uncertainties [Abstract]

GEOGRAPHIC INFORMATION AND CONCENTRATIONS

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


	Year Ended December 31,
	2023		2022		2021
Net sales by country
Domestic	$	321,470	$	295,423	$	218,441
International	69,159		83,053		49,507
Total	$	390,629	$	378,476	$	267,948

The Company’s principal direct customers as of December 31, 2023 consist primarily of leading international and domestic banks and other credit card issuers primarily within the U.S., Europe, Asia, Latin America, Canada, and the Middle East. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary.

Two customers individually accounted for more than 10% of the Company’s revenue or 70.5% of total revenue for the year ended December 31, 2023. Two customers individually accounted for more than 10% of the Company’s revenue or 67.3% of total revenue for the year ended December 31, 2022. Two customers individually accounted for more than 10% of the Company’s revenue or 71.9% of total revenue for the year ended December 31, 2021. Two customers individually accounted for more than 10% of the Company’s accounts receivable or approximately 73% as of December 31, 2023 and two customers individually accounted for 10% of total accounts receivable or 63% as of December 31, 2022, respectively.

The Company primarily relied on three vendor that individually accounted for more than 10% of purchases of supplies for the year ended December 31, 2023. The Company primarily relied on two vendors that individually accounted for more than 10% of purchases of supplies for the year ended December 31, 2022.

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

Total

Additional Paid-in Capital

Accumulated Other Comprehensive Income

Accumulated Deficit

Class A Common Stock

Common Stock

Class B Common Stock

Common Stock

Beginning balance (shares) at Dec. 31, 2020

61,136,800

Beginning balance at Dec. 31, 2020

$ (192,554)

$ 6,148

$ 0

$ (198,708)

$ 0

$ 6

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

Distributions

(226,643)

Business combinations, PIPE financing and others (shares)

14,929,982

Business combination, PIPE financing and others

(77,980)

(77,981)

$ 1

Stock-based compensation

6,113

Net income

3,154

^[1]

3,154

Proceeds from employee stock purchase plan and exercise of equity awards

Unrealized gain (loss) on derivative - interest rate swap

Adjustment of redeemable non-controlling interests to redemption value

(528,051)

Ending balance (shares) at Dec. 31, 2021

14,929,982

61,136,800

Ending balance at Dec. 31, 2021

(1,015,961)

12,261

(1,028,229)

$ 1

$ 6

Beginning balance at Dec. 31, 2020

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

Net income

^[1]

80,260

Adjustment of redeemable non-controlling interests to redemption value

528,051

Ending balance at Dec. 31, 2021

608,311

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

Distributions

(36,293)

Stock-based compensation

11,465

Issuance costs related to business combination

(726)

Net income

18,657

^[1]

18,657

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

705,023

Proceeds from employee stock purchase plan and exercise of options

Class A common stock issued pursuant to Class B common stock exchanges (shares)

811,743

(811,743)

Class A common stock issued pursuant to Class B common stock exchanges

$ 1

Proceeds from employee stock purchase plan and exercise of equity awards

Unrealized gain (loss) on derivative - interest rate swap

8,283

Tax receivable agreement liability

1,025

Adjustment of redeemable non-controlling interests to redemption value

121,235

Ending balance (shares) at Dec. 31, 2022

16,446,748

60,325,057

Ending balance at Dec. 31, 2022

(892,232)

24,107

8,283

(924,630)

$ 2

$ 6

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

Net income

^[1]

113,158

Distributions to non-controlling interests

Adjustment of redeemable non-controlling interests to redemption value

(121,235)

Ending balance at Dec. 31, 2022

600,234

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

Distributions

(38,362)

Stock-based compensation

17,562

Net income

19,239

^[1]

19,239

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

2,601,740

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

(3,126)

Class A common stock issued pursuant to Class B common stock exchanges (shares)

366,635

(366,635)

Proceeds from employee stock purchase plan and exercise of equity awards

1,196

Unrealized gain (loss) on derivative - interest rate swap

(3,292)

Tax receivable agreement liability

(273)

Adjustment of redeemable non-controlling interests to redemption value

96,928

Ending balance (shares) at Dec. 31, 2023

19,415,123

59,958,422

Ending balance at Dec. 31, 2023

(802,360)

$ 39,466

$ 4,991

$ (846,825)

$ 2

$ 6

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

Net income

^[1]

93,281

Adjustment of redeemable non-controlling interests to redemption value

(96,928)

Ending balance at Dec. 31, 2023

$ 596,587

[1]

LEASES - Narrative (Details) $ in Thousands									12 Months Ended
LEASES - Narrative (Details) $ in Thousands	Nov. 01, 2023 USD ($) renewal_option	Aug. 31, 2023 USD ($)	Jul. 01, 2022 renewal_option	May 01, 2022 renewal_option	Jan. 01, 2021 USD ($)	Jun. 16, 2016	Aug. 01, 2014 renewal_option	Apr. 01, 2012	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right of use asset, net									$ 7,473	$ 8,932
Present value of lease liabilities									$ 8,168
Weighted-average remaining lease term									4 years
Weighted-average discount rate									3.82%
Office space and manufacturing space location 1
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Renewal term								5 years
Lease term								10 years
Base rent									$ 338
Lease escalation factor								3.00%
Office space and manufacturing space location 2
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Renewal term	3 years						2 years				3 years
Lease term							4 years
Base rent	$ 108	$ 106
Lease escalation factor	4.00%						3.00%
Number of renewal options \| renewal_option	0						2
Office space and manufacturing space location 3
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease term						10 years
Base rent									850
Lease escalation factor						3.00%
Somerset New Jersey Warehouse
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Renewal term				5 years
Lease term				7 years
Base rent									686
Lease escalation factor				3.80%
Number of renewal options \| renewal_option				2
Somerset New Jersey Office
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Renewal term			5 years
Lease term			3 years
Base rent									$ 147
Lease escalation factor			3.00%
Number of renewal options \| renewal_option			1
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Renewal term									1 year
Remaining lease terms									1 year
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Renewal term									5 years
Remaining lease terms									7 years
Line of credit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Basis spread on variable interest rate					3.00%
Interest rate					3.40%
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right of use asset, net					$ 6,298
Present value of lease liabilities					$ 6,875

EQUITY COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of share based expense

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


	Year Ended December 31,
	2023		2022		2021
Stock option expense	$	305	$	1,228	$	1,310
Earnout consideration	—		—		4,610
Restricted stock unit expense	14,753		10,173		—
Performance stock unit expense	2,369		—		—
Employee stock purchase plan	135		25		—
Incentive units	—		39		193
Total stock-based compensation expense	$	17,562	$	11,465	$	6,113

Schedule of RSU and PSU activity

A summary of RSU and PSU activity under the Plan during the year ended December 31, 2023 is presented below:

Restricted Stock Unit Activity



			Number of Shares
Outstanding at January 1, 2023			5,497,066
Granted			1,881,852
Vested			(1,575,648)
Forfeited			(151,375)
Nonvested at December 31, 2023			5,651,895

Unrecognized compensation expense for the RSU was $26,441 as of December 31,2023.

Performance and Market based Stock Units Activity


			Number of Shares
Outstanding at January 1, 2023			449,380
Granted			658,156
Vested			—
Forfeited			—
Nonvested at December 31, 2023			1,107,536

Unrecognized compensation expense for the PSU was $3,402 as of December 31,2023.

Earnouts


			Number of Shares
Outstanding at January 1, 2023			657,160
Granted			—
Vested			—
Nonvested at December 31, 2023			657,160

Schedule of Assumptions used to determine fair value

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


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

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


	12/31/2023			12/31/2022			12/31/2021
Valuation date share price	$	5.40		$	4.91		$	8.21
Risk-free interest rate	4.23% - 4.79%			4.22% - 4.41%			0.97% - 1.12%
Expected volatility	35% - 42.5%			75% - 80%			67.5		%
Expected dividends	0		%	0		%	0		%
Expected term (years)	1-2 years			2 - 3 years			3 - 4 years

Schedule of Assumptions utilized to calculate value of options granted

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


			December 31, 2020
Expected term			1 year
Volatility			44.00%
Risk-free rate			1.07%
Expected dividends			0%
Expected forfeiture rate			0%

Schedule of Options activity

The following table sets forth the options activity under the Holdings' equity plan which was assumed by the Company and recapitalized for the year ended December 31, 2023:


	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	1,487,082	$	0.41	1.5	$	9,465
Outstanding at December 31, 2023	3,278,463	$	1.88	2.9	$	11,780
Vested and expected to vest at December 31, 2023	3,278,463	$	1.88	2.9	$	11,780
Exercisable at December 31, 2023	3,274,954	$	1.88	2.9	$	11,780

INCOME TAXES - Narrative (Details) - USD ($)		12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax from provision (benefit)	$ (857,000)	$ 4,556,000	$ 4,360,000	$ (857,000)
Valuation allowance	$ 5,864,000	11,193,000	7,373,000	$ 5,864,000
Valuation allowance, deferred tax asset, increase (decrease), amount			3,820,000
Unrecognized tax benefits		0	0
Unrecognized tax benefits, interest and penalties outstanding		$ 0	0
Employee retention credit			$ 1,291,000

- Definition

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

+ References + Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net income	$ 112,520	$ 131,815	$ 83,414
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	8,387	8,575	10,428
Equity-based compensation expense	17,562	11,465	6,113
Inventory reserve	(1,182)	1,668	600
Amortization of deferred finance costs	1,546	2,345	1,654
Change in fair value of earnout consideration liability	(14,237)	(23,337)	(9,575)
Revaluation of warrant liability	(8,047)	(18,930)	(3,485)
Change in fair value of derivative liability	139	(266)	0
Deferred tax (benefit) expense	2,667	3,193	(857)
Changes in assets and liabilities
Accounts receivable	(3,216)	(9,347)	(19,133)
Inventories	(8,984)	(18,237)	3,792
Prepaid expenses and other assets	(1,309)	(1,228)	(1,519)
Accounts payable	(1,934)	68	4,637
Accrued expenses	1,833	23	1,665
Deposits and other assets	0	(14)	0
Other liabilities	(1,433)	4,990	46
Net cash provided by operating activities	104,312	92,783	77,780
Cash flows from investing activities
Acquisition of property and equipment	(10,944)	(9,053)	(4,746)
Net cash used in investing activities	(10,944)	(9,053)	(4,746)
Cash flows from financing activities
Business combination and PIPE financing	0	0	60,826
Proceeds from employee stock purchase plan and exercise of equity awards	1,196	82	0
Proceeds from convertible notes	0	0	127,400
Payment of line of credit	0	(15,000)	(5,000)
Proceeds from term loan	0	0	250,000
Payment of term loan	(22,810)	(16,878)	(240,000)
Payments for taxes related to net share settlement of equity awards	(3,126)	0	0
Payment of tax receivable agreement liability	(2,436)	(110)	0
Deferred finance costs related to debt modification	(256)	0	(1,860)
Distributions pursuant to the business combination	0	0	(218,300)
Distributions	(38,362)	(36,293)	(22,334)
Issuance cost related to business combination	0	(23,833)	(15,244)
Net cash used in financing activities	(65,794)	(92,032)	(64,512)
Net increase (decrease) in cash and cash equivalents	27,574	(8,302)	8,522
Cash and cash equivalents, beginning of period	13,642	21,944	13,422
Cash and cash equivalents, end of period	41,216	13,642	21,944
Supplementary disclosure of cash flow information:
Cash paid for interest expense	27,247	21,379	10,101
Cash paid for income taxes	2,760	858	0
Supplemental disclosure of non-cash financing activities:
Derivative asset - interest rate swap	5,258	8,651	0
Issuance costs payable	$ 0	$ 0	$ 23,107

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 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 with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the results of operations of the Company and its majority owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to conform to the current year presentation. All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for periods presented prior to the Business Combination, unless otherwise noted. Use of Estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the exchangeable notes due December 2026, which will be marked to market each quarter based on a Lattice model approach, changes in the fair value of warrant liabilities, derivative asset for the interest rate swap, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability. See Note 7, 10 and 12 for further discussion of the nature of these assumptions and conditions. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash. Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature. Accounts Receivable Accounts receivable are recognized net of allowances for credit losses. Allowance for credit losses are established based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at December 31, 2023 and 2022. Inventories Inventories are stated at the lower of cost or net realizable value, a basis that approximates the first-in, first out method. Inventories consist of raw material, work in process and finished goods. The Company establishes reserves as necessary for obsolescence and excess inventory. The Company records a reserve for excess and obsolete inventory based upon a calculation using the historical experience, expected future sales volumes, the projected expiration of inventory and specifically identified obsolete inventory. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to ten years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on straight-line basis over the shorter of the useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. The Company evaluates the depreciation periods of property and equipment to determine whether events or circumstances indicate that the asset’s carrying value is not recoverable or warrant revised estimates of useful lives. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of December 31, 2023 and 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. Significant Judgments in Application of the Guidance The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize: Determination of Transaction Price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. In addition, several contracts include variable consideration such as specific sales prices based on certain volume thresholds, discounts, penalties, rebates, refunds, and the customer’s right to return. The Company has concluded that its estimation of variable consideration results in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. The accrual for variable consideration is netted against the sale price in determining the transaction price. Assessment of Estimates of Variable Consideration Many of the Company’s contracts with customers contain some component of variable consideration. The Company estimates variable consideration, such as discounts, rebates such as volume based rebate and credits, using the expected value method, and adjusts transaction price for its estimate of variable consideration. Throughout the year, we record an accrual that nets down our revenue based on our best estimate of the impact of variable consideration based on cards shipped in each month of the year. We regularly revisit this accrual throughout the year to ensure we are tracking to the correct offset. This effectively factors the volume based rebate into the transaction price. Therefore, management applies the constraint in its estimation of variable consideration for inclusion in the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Allocation of Transaction Price The transaction price (including any discounts) is allocated between goods in a multi-element arrangement based on their relative standalone selling prices. The standalone selling prices are determined based on the prices at which the Company separately sells each good. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. Significant judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount the Company expects to receive in exchange for the related goods. Practical Expedients and Exemptions As permitted by ASC 606, the Company uses certain practical expedients in connection with the application of ASC 606. The Company treats shipping and handling activities as fulfillment activities. The Company treats costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset we would recognize is one year or less. The Company does not adjust the transaction price for significant financing components, as the Company’s contracts typically do not contain provisions for significant advance or deferred payments, nor do they span more than a one year period. The Company applies the optional exemption to not disclose information regarding the allocation of transaction price to remaining performance obligations with an original expected duration of less than one year. Shipping and Handling Costs Costs incurred in shipping and handling are recognized in Cost of goods sold in the consolidated statements of operations. Total Shipping and handling costs were approximately $2,286, $2,755 and $2,308 for the years ended December 31, 2023, 2022, and 2021, respectively. Research and development costs are expensed as incurred and were $6,780, $6,723 and $2,701 for the years ended December 31, 2023, 2022, and 2021, respectively. Advertising The Company expenses the cost of advertising as incurred. Advertising expense of approximately $5,020, $11,808, and $17,434 for the years ended December 31, 2023, 2022, and 2021, respectively, were included in selling, general and administrative expenses in the consolidated statements of operations. Income Taxes Income taxes are applied to the income attributable to the controlling interest (see Note 9) as the income attributable to the non-controlling interest is pass-through income. Prior to the Business Combination, the Company was not subject to income taxes due to its prior equity structure and was, instead, subject to pass through income taxes. The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company will continue to evaluate the realizability of our deferred tax assets and liabilities on a quarterly basis, and will adjust such amounts in light of changing facts and circumstances, including but not limited to future projections of taxable income, tax legislation, rulings by relevant tax authorities and the progress of ongoing tax audits, if any. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized in future periods. Holdings is a partnership for tax purposes. Pursuant to Holdings’ limited liability company agreement, Holdings makes pro rata tax distributions during each year to the members of Holdings. These distributions are based on the Company’s estimate of taxable income for each year, and are updated throughout the year. Tax distributions from Holdings are intended to provide each member of Holdings sufficient funds to meet tax obligations with respect to the taxable income of Holdings Company that is allocated to each member. The Holdings limited liability company agreement requires distributions to be calculated based on a tax rate equal to the highest combined marginal federal and applicable state or local statutory income tax rate applicable to an individual resident in New York City, New York, including the Medicare contribution tax on unearned income, taking into account all jurisdictions in which the Company is required to file income tax returns together with the relevant apportionment information subject to various adjustments. For the year ended December 31, 2023, Holdings distributed a total of $49,955 of tax distributions to its members, of which $11,593 was paid to CompoSecure, Inc. (the parent company), resulting in a net tax distribution to all other members of $38,362. For the year ended December 31, 2022, Holdings distributed a total of $44,434 of tax distributions to its members, of which $8,141 was paid to CompoSecure, Inc. (the parent company), resulting in a net tax distribution to all other members of $36,293. Equity-Based Compensation The Company has equity-based compensation plans and a profits interest which are described in more detail in Note 10. Compensation cost relating to equity-based awards as provided by the arrangements are recognized in the consolidated statements of operations over the requisite service period based on the grant date fair value of such awards. The Company determines the fair value of each option on the date of grant using the Black‑Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, forfeiture rate and expected dividend yield. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates, in order to derive the Company’s best estimate of awards ultimately expected to vest. Earnout Consideration As a result of the Business Combination, certain of Holdings' equity holders have the right to receive an aggregate of up to 7,500,000 additional (i) shares of the Company's class A common stock or (ii) Holdings' Units (and a corresponding number of shares of the Company's class B common stock), as applicable, in earnout consideration based on the achievement of certain stock price thresholds (collectively, the “Earnouts”). The valuation of the Earnouts was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The Company classifies the Earnouts as liabilities at their fair value on the consolidated balance sheet and adjusts the fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until expiration, and any change in fair value is recognized in revaluation of Earnout consideration liability in the Company's consolidated statements of operations. The Earnouts expire in two phases, half of which expire upon a 3 year anniversary upon the initial closing date and half upon the 4 year anniversary. A portion of the liability was considered compensation and fully expensed at December 27, 2021. See Note 10 and 12. Warrant Liability The Company accounts for the warrants in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value within warrant liability on the consolidated balance sheet and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of warrant liability in the Company's consolidated statements of operations. The Private Placement Warrants were valued using a Black-Scholes option pricing model. The Public Warrants were valued using the quoted market price as the fair value at the end of each balance sheet date. See Note 12 for more details. Tax Receivable Agreement Liability As a result of the Business Combination, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Holdings and holders of interests in Holdings as of the date of the Business Combination (the "TRA Holders"). Pursuant to the Tax Receivable Agreement, the Company is required to pay to the TRA Holders 90% of the amount of savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of the utilization of certain tax attributes. The tax receivable agreement will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the agreement for an amount representing the present value of anticipated future tax benefits under the tax receivable agreement. The Company will retain the benefit of the remaining 10% of these cash tax savings. The Company recorded $25,374 and $26,842 in tax receivable agreement liability as of December 31, 2023 and 2022, respectively which is reported in the Company's consolidated balance sheets. The Company paid $2,436 and $110 in the year ended December 31, 2023 and December 31, 2022, respectively to the TRA Holders pursuant to the savings in U.S. federal, state and local income taxes that the Company realized as a result of the utilization of certain tax attributes for the fiscal year 2022 and 2021. Selling, General and Administrative Selling, general and administrative (“SG&A”) expenses primarily include expenses related to salaries and commissions, transaction costs, and professional fees. Included in SG&A during the years ended December 31, 2023, 2022, and 2021 were salaries and commissions of $30,108, $35,650, and $16,103, and professional fees of $13,664, $14,024, and $11,134, respectively. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A common stock but is exclusive of Class B common stock as these shares have no economic or participating rights. Effective April 1, 2022, the Company changed its methodology to apply the accounting policy to calculate the basic and diluted earnings per share as it determined that it would push down the changes in fair value of the mark-to-market liabilities related to the Company's warrants and earnout consideration liability to its operating subsidiary, Holdings, resulting in a change to the net income attributable to the controlling interest and non-controlling interest. Diluted net income per share is computed by dividing the net income allocated to potential dilutive instruments attributable to controlling interest by the basic weighted-average number of common shares outstanding during the period, adjusted for the potentially dilutive shares of common stock equivalents resulting from the assumed exercise of the warrants, payment of the earnouts, exercise and vesting of the equity awards, exchange of the Class B units and Exchangeable Notes ("securities") only if the effect is not anti-dilutive. The Company has prospectively adopted this change in methodology to apply the accounting policy described above to allocate its net income and to calculate its basic and dilutive earnings per share. The Company has provided the appropriate disclosures as required in FASB ASC Topic 250-10, "Accounting Changes and Error Corrections". See Note 15. Market and Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of investments in cash, cash equivalents, short-term investments and accounts receivable. The Company’s primary exposure is credit risk on receivables as the Company does not require any collateral for its accounts receivable. Credit risk is the loss that may result from a trade customer’s or counterparty’s nonperformance. The Company uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, monitoring changes in a customer’s credit rating, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. The Company believes that its customers and counterparties will be able to satisfy their obligations under their contracts. The Company maintains cash, cash equivalents with approved federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution if required. The Company has not experienced any losses on such accounts. Fair Value Measurements The Company determines fair value in accordance with ASC 820 which established a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market i.e. Level 1 to estimates determined using significant unobservable inputs i.e. Level 3. The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows: The standard describes three levels of inputs that may be used to measure fair value: •Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. •Level 2: Observable inputs other than unadjusted quoted prices in active markets for identical assets or liabilities such as: ◦Quoted prices for similar assets or liabilities in active markets ◦Quoted prices for identical or similar assets or liabilities in inactive markets ◦Inputs other than quoted prices that are observable for the asset or liability ◦Inputs that are derived principally from or corroborated by observable market data by correlation or other mean •Level 3: Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable, accounts payable, debt, warrants, earnout consideration and interest rate swap. Cash and cash equivalents consisted of bank deposits and short-term investments, such as money market funds, the fair value of which is based on quoted market prices, a Level 1 fair value measure. As of December 31, 2023 and December 31, 2022, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The fair value of the Company’s Exchangeable Notes without the make-whole feature, was approximately $118,000 and $100,000, as of December 31, 2023 and 2022 respectively. The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. See Note 12. Segments The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President. The Company's chief operating decision-maker ("CODM") is its Chief Executive Officer and President, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. The Company does not operate separate lines of business with respect to any of its products and does not review discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable segment. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. Recent Accounting Pronouncements – Adopted in 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. Recent Accounting Pronouncements – Not Yet Adopted On December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, applies to all entities subject to income taxes. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The amendments in this Update require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The new guidance focuses on two specific disclosure areas: the rate reconciliation and income taxes paid. The rate reconciliation disclosure requirements differ for PBEs as compared to non-PBEs. The income taxes paid disclosures are the same for all entities. The Company is evaluating the impact of this ASU on the Company's financial statements.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 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 no longer a stockholder as of December 31, 2023. In 2016, the Company commenced litigation against such third party seeking a judicial determination that the sales representation agreement was void and unenforceable, among other claims. In February 2018, the trial court ruled against Holdings in the litigation, concluding that the sales representation agreement was valid and enforceable. Holdings appealed the ruling, however, the ruling was upheld. As a result of the ruling, Holdings was instructed to pay the commissions in accordance with the terms of the sales representation agreement, interest related to the commissions, and legal fees on behalf of the third party. Expenses relating to this agreement for the years ended December 31, 2023, 2022, and 2021 amounted to $13,869, $21,959, and $9,508, respectively and were recorded as a component of selling, general and administrative expenses. In October 2019, Holdings terminated the sales representation agreement. Customers in place prior to the termination of the agreement are subject to the arrangement and are eligible for future commissions, which are payable and are being accrued and paid in accordance with the terms of the sales representation agreement. Amounts accrued as a component of accrued expenses as of December 31, 2023, December 31, 2022 and December 31, 2021 related to this agreement amounted to $4,429, $3,317 and $3,402 respectively. In February 2021, the Company had received from such third party a notice of dispute with respect to whether commissions were due and owing on product sales to certain of the Company’s customers. In October 2022, the Company resolved this dispute through binding arbitration. See Note 16. As a result of the Business Combination, the Company entered into a tax receivable agreement with Holdings and holders of interests in Holdings. See Note 2 and Note 16. The Company is obligated to make certain payments under the tax receivable agreement to certain historical holders of units in Holdings. The Company made a total payment of $2,436 and $110 related to the tax receivable agreement liability in the year ended December 31, 2023 and December 31,2022. 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 year ended December 31, 2023, Holdings distributed a total of $49,955 of tax distributions to its members, of which $11,593 was paid to CompoSecure, Inc. (the parent company), resulting in a net tax distribution to all other members of $38,362. For the year ended December 31, 2022, Holdings distributed a total of $44,434 of tax distributions to its members, of which $8,141 was paid to CompoSecure, Inc. (the parent company), resulting in a net tax distribution to all other members of $36,293.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

ROU assets and lease liabilities

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


	Balance Sheet Classification	December 31, 2023		December 31, 2022
Right-of-use assets	Right of use assets	$	7,473	$	8,932
Current lease liabilities	Current portion of lease liabilities	1,948		1,846
Non-current lease liabilities	Non-current portion of lease liabilities	6,220		7,766

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

The components of lease costs were as follows:


	Year Ended December 31, 2023		Year Ended December 31, 2022		Year Ended December 31, 2021
Operating lease cost	$	1,829	$	1,854	$	1,305
Variable lease cost	897		653		444
Total lease cost	$	2,726	$	2,507	$	1,749

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


	Year Ended December 31, 2023		Year Ended December 31, 2022		Year Ended December 31, 2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	2,303	$	1,700	$	1,272
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	491	$	5,104	$	—

Future minimum commitments

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


2024			$	2,421


2025	2,502
2026	2,240
2027	912
2028	846
Later years	359
Total lease payments	9,280
Less: Imputed interest	(1,112)
Present value of lease liabilities	$	8,168

INCOME TAXES - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets:
Investment in Holdings	$ 34,162	$ 32,256	$ 29,102
Imputed Interest	727	686	623
Earnout consideration liability	0	0	970
Stock Options/ RSU's	1	0	0
Net operating loss carryforward	0	0	819
Total deferred tax assets	34,890	32,942	31,514
Valuation Allowance	(11,193)	(7,373)	(5,864)
Total deferred tax assets net of valuation allowance	$ 23,697	$ 25,569	$ 25,650

BUSINESS COMBINATION - Recapitalization (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 27, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reverse Recapitalization [Line Items]
Cash - Roman DBDR's trust and cash (net of redemptions)	$ 47,359
Cash - PIPE		$ 0	$ 0	$ 60,826
Less: transaction costs and advisory fees paid	(34,132)
Net Business Combination and PIPE financing	188,226
Common Stock
Reverse Recapitalization [Line Items]
Cash - PIPE	45,000
Exchangeable Notes
Reverse Recapitalization [Line Items]
Cash - PIPE	$ 130,000

LEASES

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

LEASES

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amended the guidance in former ASC Topic 840, Leases. The Company adopted the new lease guidance effective January 1, 2021 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. The adoption of the new guidance resulted in the recognition of ROU assets of $6,298 and lease liabilities of $6,875 at January 1, 2021.

The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized its incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2021, i.e. the date of adoption. As a reasonableness check for the yield curve, the Company considered its revolving credit agreement amendment on November 5, 2020, which extended the term of the agreement through November 5, 2023. The base interest rate on the term loan under such credit facility was calculated as LIBOR plus 300 bps which approximated 3.4%.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred, if any. The Company’s lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

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

Operating Leases

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

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

Effective August 1, 2014, the Company entered into a 4-year lease for additional office and manufacturing space in Somerset, New Jersey terminating on July 31, 2018. The lease contains escalating rental payments. The Company has the option to extend the term for two periods of two years each. The Company had exercised both renewal options with last one exercised in 2020 for additional three years expiring on August 31, 2023. The base rent is currently approximately $106 per year, which reflects an annual 3% escalation factor. Effective November 1, 2023, the Company further extended the lease for additional 3-years. There is no renewal option available under the lease. The base rent is currently approximately $108 per year, which reflects an annual 4% escalation factor.

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

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

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

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

The weighted-average remaining lease term for our operating leases was 4.0 years at December 31, 2023. The weighted-average discount rate was 3.82% at December 31, 2023.

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


	Balance Sheet Classification	December 31, 2023		December 31, 2022
Right-of-use assets	Right of use assets	$	7,473	$	8,932
Current lease liabilities	Current portion of lease liabilities	1,948		1,846
Non-current lease liabilities	Non-current portion of lease liabilities	6,220		7,766

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

The components of lease costs were as follows:


	Year Ended December 31, 2023		Year Ended December 31, 2022		Year Ended December 31, 2021
Operating lease cost	$	1,829	$	1,854	$	1,305
Variable lease cost	897		653		444
Total lease cost	$	2,726	$	2,507	$	1,749

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


2024			$	2,421


2025	2,502
2026	2,240
2027	912
2028	846
Later years	359
Total lease payments	9,280
Less: Imputed interest	(1,112)
Present value of lease liabilities	$	8,168

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


	Year Ended December 31, 2023		Year Ended December 31, 2022		Year Ended December 31, 2021
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	2,303	$	1,700	$	1,272
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	491	$	5,104	$	—

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

EQUITY COMPENSATION - RSU, PSU and Earnouts Activity (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted stock unit expense
Number of Shares
Outstanding, beginning of period (shares)	5,497,066
Granted (shares)	1,881,852
Vested (shares)	(1,575,648)
Forfeited (shares)	(151,375)
Outstanding, end of period (shares)	5,651,895	5,497,066
Performance stock unit expense
Number of Shares
Outstanding, beginning of period (shares)	449,380
Granted (shares)	658,156	449,380
Vested (shares)	0
Forfeited (shares)	0
Outstanding, end of period (shares)	1,107,536	449,380
Earnout consideration
Number of Shares
Outstanding, beginning of period (shares)	657,160
Granted (shares)	0
Vested (shares)	0
Outstanding, end of period (shares)	657,160	657,160

INCOME TAXES - Income Before Income Tax Benefit (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income before income taxes	$ 12,206	$ 117,076	$ 136,175	$ 82,557

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	248
Auditor Name	GRANT THORNTON LLP
Auditor Location	Iselin, New Jersey

EQUITY STRUCTURE	12 Months Ended
EQUITY STRUCTURE	Dec. 31, 2023
Equity [Abstract]
EQUITY STRUCTURE	EQUITY STRUCTURE Shares Authorized As of December 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 December 31, 2023, there were 19,415,123 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. Warrants As of December 31, 2023 and 2022, the Company had 0 and 10,837,400 shares private warrants outstanding. Each private warrant entitles the registered holder to purchase share of Class A common stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The exercise price and number of common shares issuable upon exercise of the private warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the private warrants will not be adjusted for issuance of common stock at a price below its exercise price. As of December 31, 2023, the holder of private warrants had sold an aggregate of 10,837,400 private warrants in open market transactions resulting in such private warrants becoming public warrants. As of December 31, 2023 and 2022, the Company had 22,415,389 and 11,578,000 shares public warrants outstanding. Each public warrant entitles the registered holder to purchase one share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. Non-Controlling Interest Non-controlling interests represent direct interests held in Holdings other than by the Company after the Business Combination. The non-controlling interests in the Company are represented by Class B Units, or such other equity securities in the Holdings as the Board may establish in accordance with the terms hereof. Since the potential cash redemptions of the non-controlling interests are outside the control of the Company, such non-controlling interests are classified as temporary equity on the consolidated balance sheet in accordance with ASC 480. Income tax benefit or provision is applied to the income attributable to the controlling interest as the income attributable to the non-controlling interest is pass-through income. The non-controlling interest has been adjusted to redemption value as of December 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 December 31, 2023. The redemption value is calculated by multiplying the 59,958,422 Class B Units by the $9.95 trading price of our Class A common stock on December 27, 2021.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

EARNINGS PER SHARE- Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net income (loss) available to common stockholders, basic	$ 19,239	$ 18,657	$ 3,154
Weighted average shares used to compute net income per share attributable to Class A common stockholders - basic (shares)	18,660,872	15,372,422	14,929,982
Net income (loss) available to common stockholders, diluted	$ 34,064	$ 36,674	$ 11,097
Weighted average shares used to compute net income per share attributable to Class A common stockholders - diluted (shares)	35,312,111	32,555,317	94,569,858

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Topic 260
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-11

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

+ Details

- Definition

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

+ References + Details

FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jan. 31, 2022	Dec. 31, 2021	Dec. 27, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset - interest rate swap	$ 5,258	$ 8,651	$ 0
Warrant liability	8,294	16,341		$ 35,271	$ 38,756
Earnout consideration	853	15,090		$ 38,427	$ 48,002
Derivative liability - redemption with make-whole provision	425	285
Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	8,294	8,105
Private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	8,236
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset - interest rate swap	0	0
Earnout consideration	0	0
Derivative liability - redemption with make-whole provision	0	0
Level 1 \| Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	8,294	8,105
Level 1 \| Private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset - interest rate swap	5,258	8,651
Earnout consideration	0	0
Derivative liability - redemption with make-whole provision	0	0
Level 2 \| Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 2 \| Private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset - interest rate swap	0	0
Earnout consideration	853	15,090
Derivative liability - redemption with make-whole provision	425	285
Level 3 \| Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 3 \| Private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 0	$ 8,236

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Operating Leases

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

Tax Receivable Agreement

The Company is obligated to make payments under the tax receivable agreement to the TRA Holders. See Note 2. Although the actual timing and amount of any payments that may be made under the agreement will vary, the Company expects the cash obligation required will be significant. Any payments made under the tax receivable agreement will generally reduce the amount of overall cash flows that might have otherwise been available to the Company. To the extent that the Company is unable to make payments under the tax receivable agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by the Company. The tax receivable agreement liability includes amounts to be paid assuming the Company will have sufficient taxable income over the term of the tax receivable agreement to utilize the related tax benefits. In determining the estimated timing of payments, the current year’s taxable income was used to extrapolate an estimate of future taxable income.

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


2024	$	1,425
2025	1,484
2026	1,513
2027	1,544
2028	1,568
Later years	17,840
Total Payments	$	25,374

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

Litigation

The Company may be, from time to time, party to various disputes and claims arising from normal business activities. The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. while the outcome of existing disputes and claims is uncertain, the Company does not expect that the resolution of existing disputes and claims would have a material adverse effect on its consolidated financial position or liquidity or the Company’s consolidated results of operations. Litigation expenses are expensed as incurred. In February 2021, the Company had received from a third party a notice of dispute with respect to whether commissions were due and owing on product sales to certain of the Company’s customers which could have required payments ranging from $4,000 to $14,000, plus costs and expenses. In October 2022, this dispute was resolved through binding arbitration, resulting in commission payments to the third party within the anticipated range, together with additional commission payments on future

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

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Interest income	$ 4,977	$ 1,249	$ 0

FAIR VALUE MEASUREMENTS - Reconciliation of Warrant Liability (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Roll Forward]
Estimated fair value, beginning	$ 38,756	$ 16,341	$ 35,271
Change in estimated fair value	(3,485)	(8,047)	(18,930)	$ (3,485)
Estimated fair value, ending	$ 35,271	$ 8,294	$ 16,341	$ 35,271

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (usd per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (shares)	10,000,000	10,000,000
Preferred stock, issued (shares)	0	0
Preferred stock, outstanding (shares)	0	0
Class A Common Stock
Common stock, par value (usd per share)	$ 0.0001	$ 0.0001
Common stock, authorized (shares)	250,000,000	250,000,000
Common stock, issued (shares)	19,415,123	16,446,748
Common stock, outstanding (shares)	19,415,123	16,446,748
Class B Common Stock
Common stock, par value (usd per share)	$ 0.0001	$ 0.0001
Common stock, authorized (shares)	75,000,000	75,000,000
Common stock, issued (shares)	59,958,422	60,325,057
Common stock, outstanding (shares)	59,958,422	60,325,057

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 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
December 31, 2023
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	5,258	$	—	$	5,258
Liabilities Carried at Fair Value:
Public warrants	$	8,294	$	—	$	—	$	8,294
Private warrants	—		—		—		—
Earnout consideration	—		—		853		853
Derivative liability - redemption with make-whole provision	—		—		425		425
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
December 31, 2023
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	5,258	$	—	$	5,258
Liabilities Carried at Fair Value:
Public warrants	$	8,294	$	—	$	—	$	8,294
Private warrants	—		—		—		—
Earnout consideration	—		—		853		853
Derivative liability - redemption with make-whole provision	—		—		425		425
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


Assumed warrant liability upon business combination at December 27, 2021	$	38,756
Change in estimated fair value	(3,485)
Estimated fair value at December 31, 2021	$	35,271
Change in estimated fair value	(18,930)
Estimated fair value at December 31, 2022	$	16,341
Change in estimated fair value	(8,047)
Estimated fair value at December 31, 2023	$	8,294

Schedule of Assumptions used to determine fair value

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


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

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


	12/31/2023			12/31/2022			12/31/2021
Valuation date share price	$	5.40		$	4.91		$	8.21
Risk-free interest rate	4.23% - 4.79%			4.22% - 4.41%			0.97% - 1.12%
Expected volatility	35% - 42.5%			75% - 80%			67.5		%
Expected dividends	0		%	0		%	0		%
Expected term (years)	1-2 years			2 - 3 years			3 - 4 years

Earnout consideration

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


	Earnout Consideration Liability

Fair value recognized upon business combination	$	48,002
Change in estimated fair value	(9,575)
Estimated fair value at December 31, 2021	$	38,427
Change in estimated fair value	(23,337)
Estimated fair value at December 31, 2022	$	15,090
Change in estimated fair value	(14,237)
Estimated fair value at December 31, 2023	$	853

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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

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


	Level 1		Level 2		Level 3		Total
December 31, 2023
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	5,258	$	—	$	5,258
Liabilities Carried at Fair Value:
Public warrants	$	8,294	$	—	$	—	$	8,294
Private warrants	—		—		—		—
Earnout consideration	—		—		853		853
Derivative liability - redemption with make-whole provision	—		—		425		425
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

Derivative asset - interest rate swap

The Company is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, the Company entered into an interest rate swap agreement on January 5, 2022. See Note 7.

Warrant Liability

As a result of the Business Combination, the Company had assumed warrant liability related to previously issued warrants in connection with Roman DBDR's initial public offering. The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities were remeasured at December 31, 2023 and December 31,2022, 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


Assumed warrant liability upon business combination at December 27, 2021	$	38,756
Change in estimated fair value	(3,485)
Estimated fair value at December 31, 2021	$	35,271
Change in estimated fair value	(18,930)
Estimated fair value at December 31, 2022	$	16,341
Change in estimated fair value	(8,047)
Estimated fair value at December 31, 2023	$	8,294

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

Earnout Consideration

Holdings' equity holders have the right to receive an aggregate of up to 7,500,000 additional (i) shares of the Company's class A common stock or (ii) Holdings Units (and a corresponding number of shares of the Company's class B common stock), as applicable, in Earnout consideration based on the achievement of certain stock price thresholds. See also Note 10. Earnout consideration liabilities held by Holdings' holders (not including the holders under ASC 718) were determined to be derivative instruments in accordance with ASC 815 and were accounted as derivative liabilities, initially valued at fair value in accordance with ASC 815-40-30-1. Subsequently, the liability for Earnouts will be remeasured at each reporting period at fair value, with changes in fair value recorded in earnings in accordance with ASC 815-40-35-4. The Company established the initial fair value for the earnouts at the closing date on December 27, 2021 using a Monte Carlo simulation model. The Company remeasured the fair value of the earnouts at December 31, 2021, December 31, 2022 and December 31, 2023. The following table provides a reconciliation of the ending balances for the earnout consideration liabilities remeasured at fair value:


	Earnout Consideration Liability

Fair value recognized upon business combination	$	48,002
Change in estimated fair value	(9,575)
Estimated fair value at December 31, 2021	$	38,427
Change in estimated fair value	(23,337)
Estimated fair value at December 31, 2022	$	15,090
Change in estimated fair value	(14,237)
Estimated fair value at December 31, 2023	$	853

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


	12/31/2023			12/31/2022			12/31/2021
Valuation date share price	$	5.40		$	4.91		$	8.21
Risk-free interest rate	4.23% - 4.79%			4.22% - 4.41%			0.97% - 1.12%
Expected volatility	35% - 42.5%			75% - 80%			67.5		%
Expected dividends	0		%	0		%	0		%
Expected term (years)	1-2 years			2 - 3 years			3 - 4 years

The fair value of Earnout consideration liabilities have been classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently readily observable in the market. The expected term assumption reflected the period for which the the options will remain outstanding. To determine volatility, the Company had used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflected the U.S. Treasury yield curve for a similar expected life instrument in effect at the reporting date. If different assumptions were used for the various inputs to the valuation approach, the estimated fair value could be significantly higher or lower than the fair value determined.

- Definition

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

+ References + Details

FAIR VALUE MEASUREMENTS - Narrative (Details)	Dec. 27, 2021 shares
Fair Value Disclosures [Abstract]
Earnout shares (shares)	7,500,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 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, 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 for banks and other payment card issuers 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 over 20 years of innovation and experience and is focused primarily on this attractive subsector of the financial technology market. The Company serves a diverse set of direct customers and indirect customers, including some of the largest issuers of credit cards in the U.S. 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 as the surviving company and as a wholly-owned subsidiary of Roman DBDR (the "Business Combination"). Pursuant to the Business Combination, the merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"). On the Closing Date, and in connection with the closing of the Business Combination, Roman DBDR changed its name to CompoSecure, Inc. Holdings was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. This determination was primarily based on Holdings' members prior to the Business Combination having a majority of the voting interests in the combined company, Holdings' operations comprising the ongoing operations of the combined company, Holdings' members and officers comprising a majority of the board of directors of the combined company, and Holdings' senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Holdings issuing stock for the net assets of Roman DBDR, accompanied by a recapitalization. The net assets of Roman DBDR were stated at historical cost, with no goodwill or other intangible assets recorded. While Roman DBDR was the legal acquirer in the Business Combination, because Holdings was deemed the accounting acquirer, the historical financial statements of Holdings became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Holdings prior to the Business Combination; (ii) the combined results of the Company and Holdings following the closing of the Business Combination; (iii) the assets and liabilities of Holdings at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with guidance applicable to these circumstances, the equity structure was restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share issued to Holdings' equity holders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Holdings' common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. CompoSecure is operated as an umbrella partnership C corporation (“Up-C”) meaning that the sole asset of CompoSecure, Inc. is its interest in CompoSecure Holdings, 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, L.L.C.’s financial results and report a non-controlling interest related to the CompoSecure Holdings, L.L.C.'s units not owned by the Company.

EARNINGS PER SHARE - Antidilutive Shares (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	22,415,400	22,415,400	22,415,400
Class B common shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	59,958,422	60,325,057	0
Earnout consideration shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	7,500,000	7,500,000	7,500,000
Equity awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (shares)	2,679,833	3,461,502	0

RETIREMENT PLAN - Defined Contribution Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Defined Contribution Plan Disclosure [Line Items]
Required period of service to participate in plan	90 days
Retirement plan expense	$ 1,813	$ 1,614	$ 1,102
Matching scenario one
Defined Contribution Plan Disclosure [Line Items]
Employer match	100.00%
Employee contributions	1.00%
Matching scenario two
Defined Contribution Plan Disclosure [Line Items]
Employer match	50.00%
Employee contributions	5.00%

EQUITY COMPENSATION

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

EQUITY COMPENSATION

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


	Year Ended December 31,
	2023		2022		2021
Stock option expense	$	305	$	1,228	$	1,310
Earnout consideration	—		—		4,610
Restricted stock unit expense	14,753		10,173		—
Performance stock unit expense	2,369		—		—
Employee stock purchase plan	135		25		—
Incentive units	—		39		193
Total stock-based compensation expense	$	17,562	$	11,465	$	6,113

Equity Incentive Plan

In connection with the business combination consummated on December 27, 2021, the Company established CompoSecure, Inc. 2021 Incentive Equity Plan (the “2021 Plan”) effective as of December 27, 2021. The purpose of the 2021 Plan is to provide eligible employees of the Company and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the Board of directors of the Company, with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, and other stock-based awards. The aggregate authorized number of shares of Class A common stock that may be issued or transferred as of December 31, 2023 under the 2021 Plan was 6,680,253 shares of Class A common stock plus the number of shares of Class A stock underlying grants issued under the Company’s existing amended and restated equity compensation Plan that expire, terminate or are otherwise forfeited without being exercised. Pursuant to this provision, effective January 1, 2024, the shares of Class A common stock authorized under the 2021 Plan were increased by 3,321,334 shares, for a new aggregate authorized number of shares of 10,033,262. The aggregate authorized number of shares of Class A common stock that may be issued or transferred as of December 31, 2022 under the Plan was 12,030,280 shares of Class A common stock plus the number of shares of Class A stock underlying grants issued under the Company’s existing amended and restated equity compensation Plan that expire, terminate or are otherwise forfeited without being exercised. Commencing with the first business day of each calendar year beginning in 2022, the aggregate number of shares of Class A Stock that may be issued or transferred under the Plan shall be increased by an amount of shares of Class A Stock equal to 4% of the aggregate number of shares of Class A stock and Class B stock outstanding as of the last day of the immediately preceding calendar year, or such lesser number of shares of Class A Stock as may be determined by the Board.

In the year ended December 31, 2023 and December 31, 2022, under the 2021 plan, the Company granted Restricted stock units (“RSU”) to employees generally vesting over a period of two years and four years. RSUs granted to board of directors generally vest over a period of one year. The restricted stock will generally be forfeited upon termination of an employee prior to vesting. The fair value of each RSU is based on the market value of our stock on the date of grant. The Company also awarded 449,380 Performance stock units ("PSUs") to one officer in the year ended December 31, 2022, for which vesting was based on the achievement of certain market performance targets. The Company also awarded 658,156 PSUs to officers in the year ended December 31, 2023, for which vesting was based on the achievement of certain performance targets. For the market based award its determined at the grant date. The performance based awards are adjusted each reporting date based on probability. At the grant date, the Company performed a valuation which took into consideration all the key terms and conditions of the award under Topic 718. The valuation of the PSUs was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award.

A summary of RSU and PSU activity under the Plan during the year ended December 31, 2023 is presented below:

Restricted Stock Unit Activity



			Number of Shares
Outstanding at January 1, 2023			5,497,066
Granted			1,881,852
Vested			(1,575,648)
Forfeited			(151,375)
Nonvested at December 31, 2023			5,651,895

Unrecognized compensation expense for the RSU was $26,441 as of December 31,2023.

Performance and Market based Stock Units Activity


			Number of Shares
Outstanding at January 1, 2023			449,380
Granted			658,156
Vested			—
Forfeited			—
Nonvested at December 31, 2023			1,107,536

Unrecognized compensation expense for the PSU was $3,402 as of December 31,2023.

Earnouts


			Number of Shares
Outstanding at January 1, 2023			657,160
Granted			—
Vested			—
Nonvested at December 31, 2023			657,160

Employee Stock Purchase Plan

Effective December 27, 2021, the Board of Directors approved the Employee Stock Purchase Plan (the “ESPP”). The Company had authorized 2,411,452 aggregate number of shares of Class A Common Stock reserved for sale pursuant to the ESPP Plan. The ESPP permits participating eligible employees to purchase class A common stock, with after-tax payroll deductions, on a quarterly basis at a 15% discount at the lower of the closing price of the Common Stock on the Nasdaq Global Market on the first day of the offering period or the last trading day of each purchase period. The Board may suspend or terminate the ESPP at any time to become effective immediately following the close of any offering period. As of December 31, 2023 and December 31, 2022 , there were 2,312,747 and 2,393,193 shares of Class A common stock remaining authorized for issuance under the ESPP. The Company will recognize the discount on the Common Stock issued under the ESPP as stock-based compensation expense in the period in which the employees will begin participating in the ESPP. As of December 31, 2021, employee contributions had not yet commenced. For the year ended December 31, 2022, the Company issued 18,259 shares and recognized compensation expense of $25. For the year ended December 31, 2023, the Company issued 80,446 shares and recognized compensation expense of $135.

Holdings' 2015 Incentive Plan

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

Upon consummation of the Business Combination on December 27, 2021 (see Note 3), Holdings amended and restated its 2015 Plan and the holders of issued and outstanding equity of 2015 Plan received a combination of cash consideration, certain newly-issued membership units of Holdings and shares of newly-issued class B common stock of the Company, which have no economic value, but entitle the holder to one vote per issued share and were issued on a one-for-one basis for each Holdings Unit retained by the holder following the Merger. All incentive units available for grants under the 2015 Plan at the time of the consummation will be made available for new award grants under the 2021 Plan and no further awards will be granted under the 2015 Plan. As a result, all of the options, whether vested or unvested, outstanding immediately prior to the merger that were not settled as part of the transaction were assumed by the Company and converted into an option to purchase shares of class A common stock. Each converted options continue to have and be subject to substantially the same material terms and conditions as were applicable to such options under the 2015 Plan except that each converted option shall be exercisable for, and represent the right to acquire, that number of shares of Class A common stock equal to the product (rounded down to the nearest whole number) of (A) the number of Units subject to the converted option immediately before the merger effective time multiplied by (B) the equity award exchange Ratio at an exercise price per share equal to the quotient of (i) the exercise price per unit of such converted option immediately before the consummation of the Business Combination divided by (ii) the Equity Award Exchange Ratio (rounding the resulting exercise price up to the nearest whole cent). Except as specifically provided in the Business Combination Agreement, following the Business Combination, each exchanged option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Holdings 2015 Plan immediately prior to the consummation of the Business Combination. As a result of the modification, all of 9,778 options outstanding right before the Business Combination were recapitalized into 6,823,006 options of which 1,413,235 were settled and 5,409,771 remained outstanding at December 31, 2021. A total of 644,226 options were exercised in the year ended December 31, 2022 and 4,765,545 options remained outstanding at December 31, 2022. A total of 1,487,082 options were exercised in the year ended December 31, 2023 and 3,278,463 options remained outstanding at December 31, 2023. There was no incremental expense recognized since the options were recapitalized with terms consistent with prior awards and there were no incremental changes to fair value. There were a total of twelve grantees affected by the recapitalization.

Earnout Consideration

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

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

$5,395 as of December 31, 2021. The Company recognized a total expense of $4,610 related to Earnouts in its consolidated statements of operations for the year ended December 31, 2021.

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


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

Holdings' Options Valuation

Prior to the completion of the Business Combination the fair value of Holdings options was determined by using the Black-Scholes option valuation model based upon information available at the time of grant. The calculated value of each option award was estimated at the date of grant using the Black-Scholes option valuation model. The expected term assumption reflected the period for which the Holdings believed the option will remain outstanding. This assumption was based upon the historical and expected behavior of the Holdings’ employees. To determine volatility, the Holdings had used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflected the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant.

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


			December 31, 2020
Expected term			1 year
Volatility			44.00%
Risk-free rate			1.07%
Expected dividends			0%
Expected forfeiture rate			0%

Stock Options activity

Upon consummation of the Business Combination, Holdings' options were assumed by the Company and recapitalized. All stock option activity was retroactively restated to reflect the exchanged options.

The following table sets forth the options activity under the Holdings' equity plan which was assumed by the Company and recapitalized for the year ended December 31, 2023:


	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	1,487,082	$	0.41	1.5	$	9,465
Outstanding at December 31, 2023	3,278,463	$	1.88	2.9	$	11,780
Vested and expected to vest at December 31, 2023	3,278,463	$	1.88	2.9	$	11,780
Exercisable at December 31, 2023	3,274,954	$	1.88	2.9	$	11,780

The weighted average calculated grant date fair value per time-vested option granted during the year ended December 31, 2020 was $6.36. The Company recognized approximately $305, $1,228, and $1,310 of compensation expense for the options in selling, general and administrative expenses in the accompanying consolidated statements of operations in 2023, 2022, and 2021, respectively.

The number of options exercisable and vested as of December 31, 2023, 2022, and 2021 were 3,274,954, 4,616,197 and 4,947,921 respectively. The weighted average exercise price of options exercisable and vested is $1.88, $1.29, and $1.26 for years ended December 31, 2023, 2022, and 2021, respectively. The weighted average remaining contractual years term (years) per options exercisable as of December 31, 2023, 2022, and 2021 is 2.9, 3.1, and 3.9, respectively. Unrecognized compensation expense for the options of approximately $3 is expected to be recognized during the next one year.

Profits Interest (Incentive Units)

On May 11, 2017, the members of the Holdings executed a Limited Liability Company Agreement for an entity formed in 2016 titled CompoSecure Employee LLC. The purpose of the entity was to hold Operating Incentive units. In May 2017, the Company granted 1,320,765 incentive units with a profits interest hurdle of $232,232. No interests were granted during the period ended December 31, 2023 and December 31, 2022. Upon consummation of the Business Combination on December 27, 2021, all of the incentive units, whether vested or unvested, outstanding immediately prior to the merger that were not settled as part of the transaction, were assumed by the Company and converted into class B common stock. The total class B common stock related to the conversion outstanding were 1,236,027 as of December 31, 2023.

The Company recognized approximately $0, $39, and $193 of compensation expense for the incentive units in selling, general and administrative expenses in the accompanying consolidated statements of operations in 2023, 2022, and 2021, respectively. No unrecognized compensation expense remained for the incentive units as of December 31, 2023.

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

EARNINGS PER SHARE

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

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


	Year Ended December 31,
	2023		2022		2021
Basic and diluted:
Net income	$	112,520	$	131,815	$	83,414
Less: Net income attributable to non-controlling interest	93,281		113,158		80,260
Net income attributable to Class A Common shareholders	$	19,239	$	18,657	$	3,154
Plus: adjustment to net income due to net effect of equity awards, exchangeable notes and class B units	14,825		18,017		7,943
Net income attributable to Class A Common shareholders after adjustment	$	34,064	$	36,674	$	11,097
Weighted average common shares outstanding used in computing net income per share - basic	18,660,872		15,372,422		14,929,982
Plus: net effect of dilutive equity awards, exchangeable notes and class B units	16,651,239		17,182,895		79,639,876
Weighted average common shares outstanding used in computing net income per share - diluted	35,312,111		32,555,317		94,569,858
Net income per share—basic	$	1.03	$	1.21	$	0.21
Net income per share—diluted	$	0.96	$	1.13	$	0.12

Basic earnings per share for the year ended December 31, 2023 was calculated by dividing net income attributable to Class A Common shareholders of $19,239 divided by 18,660,872 of weighted average Class A common shares outstanding at December 31,2023. Diluted earnings per share was calculated by dividing net income adjusted for net effects of dilutive equity awards and exchangeable notes of $34,064, divided by 35,312,111 of weighted average common shares after adjusting for the net effects of dilutive equity awards and exchangeable notes outstanding at December 31, 2023.

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

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

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

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


	Year Ended December 31, 2023	Year Ended December 31, 2022	Year Ended December 31, 2021
Potentially dilutive securities:
Warrants	22,415,400	22,415,400	22,415,400
Class B common shares	59,958,422	60,325,057	—

Earnout consideration shares	7,500,000	7,500,000	7,500,000
Equity awards	2,679,833	3,461,502	—

Change in Accounting Policy for net income per share:

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

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

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


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

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

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

INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 50,867	$ 43,313
Work in process	4,110	2,892
Finished goods	662	450
Inventory reserve	(3,099)	(4,281)
Inventory, Net, Total	$ 52,540	$ 42,374

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

DEBT

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

DEBT

Exchangeable Senior Notes

On April 19, 2021, concurrently with the execution of the Merger Agreement, the Company and its wholly owned subsidiary, Holdings entered into subscription agreements (the “Note Subscription Agreements”) with certain investors ("Notes Investors") pursuant to which such Notes investors, severally and not jointly, purchased on the Closing Date of the Business Combination, senior notes (the “Exchangeable Notes”) issued by the Company and guaranteed by the Company's wholly owned subsidiary, Holdings in an aggregate principal amount of up to $130,000 that are exchangeable into shares of Class A common stock at a conversion price of $11.50 per share, subject to the terms and conditions of an Indenture entered by the Company and its wholly owned subsidiary, Holdings and the trustee under the Indenture. The Exchangeable Notes will bear interest at a rate of 7% per annum, payable semiannually in arrears. The Exchangeable Notes will mature in five years on December 15, 2026. The Company will settle any exchange of the Exchangeable Notes in shares of Class A common stock, with cash payable in lieu of any fractional shares. In connection with the issuance of the Exchangeable Notes, the Company entered into a Registration Rights Agreement, pursuant to which the Notes Investors received certain registration rights with respect to the Class A Common Stock.

After the three-year anniversary of the Closing Date, the Exchangeable Notes will be redeemable at any time and from time to time by the Company, in whole or in part, (i) if the Last Reported Sale Price of the Class A common stock exceeds 130% of the exchange price as defined in Indenture then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (ii) so long as a registration statement registering the resale of all Exchange Shares is effective and available for use by holders of Exchangeable Notes during the entirety of the period from and including the date notice of redemption is given to and including the date of redemption. The notice period for any redemption will be no less than 30 scheduled trading days. The redemption price in any such redemption shall be equal to (a) 100% of the principal amount of the Exchangeable Notes to be redeemed, plus (b) accrued and unpaid interest to, but excluding, the redemption date. The redemption price is payable in cash.

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

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

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

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

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

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

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

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

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

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

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

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

The Indenture contains customary terms and covenants and events of default. Upon an event of default as defined in the Indenture, the trustee or the holders of at least 25% in aggregate principal amount of the Exchangeable Notes may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration, the same shall become and shall automatically be immediately due and payable. Upon an event of default in the payment of interest, the Company may elect the sole remedy to be the payment of additional interest of 0.25% for the first 90 days after the occurrence of such an event of default and 0.50% for day s 91-180 after the occurrence of such an event of default. The Company was in compliance with all financial covenants under the 2021 Credit Facility as of December 31, 2023.

The Company assessed all terms and features of the Exchangeable Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Exchangeable Notes, including the conversion, put and call features. In consideration of these provisions, the Company determined that the optional redemption with a make-whole provision feature required bifurcation. The fair value of the optional redemption with a make-whole provision feature derivative was determined based on the difference between the fair value of the notes with the redemption with a make-whole provision feature and the fair value of the notes without the redemption with a make-whole provision feature. The Company employed a Lattice model and to determine that the fair value of the derivative upon issuance of the Exchangeable Notes was $552 and recorded this amount as derivative liability with an offsetting amount as a debt discount as a reduction to the carrying value of the notes on the closing date, or December 27, 2021. The optional redemption with a make-whole provision feature will be measured at fair value on a quarterly basis and the change in the fair value for the period will be recorded on the consolidated statements of operations. The Company determined that the change in fair value from December 27, 2021 to December 31, 2021 was not material. The Company performed a valuation of the derivative liability and determined that the fair value of the derivative liability was $425 at December 31, 2023 and $285 at December 31, 2022 . The Company recorded an unfavorable change of $139 for the year ended December 31, 2023 and a favorable change of $266 for the year ended December 31, 2022.

The Company determined that the expected life of the Exchangeable Notes was equal to the period through December 15, 2026 as this represents the point at which the Exchangeable Notes will mature unless earlier converted in accordance with their terms prior to such date. For the year ended December 31, 2023 and December 31, 2022, the Company recognized $9,585 and $9,536, respectively, of interest expense related to the Exchangeable Notes at the effective interest rate of 7.4%.

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

Term Loan

In November of 2020, the Company through its wholly-owned subsidiary Holdings entered into a new agreement with JPMC to refinance its then existing July 2019 credit facility, increasing the maximum aggregate amount available under the term loan to $240,000 bringing total credit facility to $300,000. In addition, the maturity date of both the revolver and term loan was amended to November 5, 2023. This amendment was accounted for as a modification and approximately $3,200 of additional costs incurred in connection with the modification capitalized as debt issuance costs.

In December of 2021, the Company entered into a new agreement with JPMC to refinance its then existing November 2020 credit facility, increasing the maximum aggregate amount available under the term loan to $250,000 bringing total credit facility to $310,000. In addition, the maturity date of both the revolver and term loan was amended to December

16, 2025. This amendment was accounted for as a modification and approximately $1,800 of additional costs incurred in connection with the modification capitalized as debt issuance costs.

In February 2023, the Company amended the 2021 Credit Facility to 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).

In May 2023, certain lenders under the Company's 2021 Credit Facility transferred their debt to certain other lenders. Approximately $257 of additional costs incurred by the Company in connection with the transfers were capitalized as debt issuance costs. In addition, approximately $589 deferred finance fees incurred by the Company at the inception of the 2021 Credit Facility and relating to the transferring lenders were written off by the Company.

Interest on the Revolver and Term Loan were based the outstanding principal amount during the interest period multiplied by the fluctuating bank prime rate plus the applicable margin of 1.75% the quoted SOFR rate plus the applicable margin of 2.75%. At December 31, 2023 and 2022, the effective interest rate on the Revolver and Term Loan was 7.80% and 5.15% per annum, respectively. Interest is payable monthly in arrears or upon maturity of the Euro loans that can run 30, 90, 120, 180 day time periods. The Company must pay quarterly an annual commitment fee of 0.35% on the unused portion of the $60 million Revolver commitment.

The 2021 Credit Facility is fully secured by substantially all of the assets of the Company. The terms of the credit facility imposes financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio. At December 31, 2023, the Company was in compliance with all financial covenants.

The terms of the credit facilities contain certain financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio. The Company made a prepayment of $4,060 and $13,753 related to the credit facilities in the year ended December 31, 2023 and December 31, 2022 per the terms of the facilities. At December 31, 2023 and December 31, 2022, the Company was in compliance with all financial covenants.

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

The Company recognized balances payable under all borrowing facilities as $19,513, $14,188 and $11,928, of interest expense related to the Exchangeable Notes, Revolver and Term Loan for the years ended December 31, 2023, 2022, and 2021, respectively.

The balances payable under all borrowing facilities are as follows:


	December 31, 2023						December 31, 2022
	Term Loan		Exchangeable Notes		Total debt		Term Loan		Exchangeable Notes		Total debt
Loan Balance	$	210,313	$	130,000	$	340,313	$	233,122	$	130,000	$363,122
Less: current portion of term loan (scheduled payments)	(10,313)		—		(10,313)		(14,372)		—		(14,372)
Less: net deferred financing and discount costs	(1,669)		(2,168)		(3,837)		(2,474)		(2,652)		(5,126)
Total Long Term debt	$	198,331	$	127,832	$	326,163	$	216,276	$	127,348	$	343,624
Derivative liability - redemption with make-whole provision			$	425					$	285

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


Years
2024	$	10,313
2025	200,000
2026	130,000
Total debt	$	340,313

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 in interest income reflected in statements of operations. At December 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 as a cash flow hedge for accounting purposes utilizing the hypothetical derivative method. The Company has determined the fair value of the interest rate swap to be zero at the inception of the agreement and $5,258 and $8,651 at December 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 through interest income or expense in its consolidated statements of operations. The Company reflects the unrealized changes in fair value of the interest rate swap at each reporting period in other comprehensive income and a derivative asset or liability is recognized at each reporting period in the Company’s financial statements.The company reclassifies the realized gains and losses from other comprehensive income to interest income. The interest rate swap converted to SOFR from LIBOR at the same time as the amendment of 2021 Credit Facility in February 2023.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

INCOME TAXES - Reconciliation of Taxes at the Federal Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal statutory tax rate	21.00%	21.00%	21.00%
State taxes	0.72%	0.28%	0.03%
Valuation allowances	3.26%	1.11%	0.00%
NCI adjustment	(17.37%)	(17.52%)	(18.53%)
Permanent differences	(3.82%)	(0.64%)	(3.35%)
OCI Adjustment	0.09%	(0.27%)	0.00%
Other temporary differences	0.01%	(0.76%)	0.00%
Effective income tax rate	3.89%	3.20%	(0.85%)

EQUITY STRUCTURE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 27, 2022	Dec. 31, 2021	Dec. 27, 2021
Class of Stock [Line Items]
Preferred stock, authorized (shares)	10,000,000	10,000,000
Common stock, outstanding (shares)					76,066,782
Preferred stock, issued (shares)	0	0
Preferred stock, outstanding (shares)	0	0
Share price (usd per share)	$ 5.40	$ 4.91		$ 8.21
Private warrants
Class of Stock [Line Items]
Warrants outstanding (shares)	0	10,837,400
Warrants, exercise price (usd per share)	$ 11.50
Warrants, commencement, period from business combination	30 days
Warrants sold (shares)	10,837,400
Public warrants
Class of Stock [Line Items]
Warrants outstanding (shares)	22,415,389	11,578,000
Warrants, exercise price (usd per share)	$ 11.50
Warrants, commencement, period from business combination	30 days
Number of securities called by each warrant (in shares)	1	1
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized (shares)	250,000,000	250,000,000
Common stock, issued (shares)	19,415,123	16,446,748
Common stock, outstanding (shares)	19,415,123	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

FAIR VALUE MEASUREMENTS - Earnout Consideration (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative Instrument, Contingent Consideration, Liability [Roll Forward]
Beginning balance	$ 48,002	$ 15,090	$ 38,427
Revaluation of earnout consideration liability	(9,575)	(14,237)	(23,337)	$ (9,575)
Ending balance	$ 38,427	$ 853	$ 15,090	$ 38,427

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Net income

$ 112,520

$ 131,815

$ 83,414

Less: Net income attributable to non-controlling interest

93,281

113,158

80,260

Net income attributable to Class A Common shareholders

19,239

18,657

3,154

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

14,825

18,017

7,943

Net income attributable to Class A Common shareholders after adjustment

$ 34,064

$ 36,674

$ 11,097

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

18,660,872

15,372,422

14,929,982

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

16,651,239

17,182,895

79,639,876

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

35,312,111

32,555,317

94,569,858

Net income per share - basic (usd per share)

^[1]

$ 1.03

$ 1.21

$ 0.21

Net income per share - diluted (usd per share)

^[1]

$ 0.96

$ 1.13

$ 0.12

[1]

GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Tables)

12 Months Ended

Dec. 31, 2023

Risks and Uncertainties [Abstract]

Geographical revenue information

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


	Year Ended December 31,
	2023		2022		2021
Net sales by country
Domestic	$	321,470	$	295,423	$	218,441
International	69,159		83,053		49,507
Total	$	390,629	$	378,476	$	267,948

LEASES - Future Minimum Commitments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 2,421
2025	2,502
2026	2,240
2027	912
2028	846
Later years	359
Total lease payments	9,280
Less: Imputed interest	(1,112)
Present value of lease liabilities	$ 8,168

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

The Company recorded income tax provision of $4,556 and $4,360 for the year ended December 31, 2023 and December 31, 2022 and income tax benefit of $857 for the prorated period from December 27, 2021 to December 31, 2021. No provisions/benefits were made for federal or state income taxes for the year ended December 31, 2021 as prior to the Business Combination, the Company was not subject to income taxes due to the then equity structure of the Company and was subject to pass through income taxes. Federal, state and local income tax returns for years prior to 2019 are no longer subject to examination by tax authorities. The Company is currently under audit by federal tax authorities for fiscal 2020. There have been no proposed adjustments at this stage of the examination. The examination is expected to be finalized in fiscal 2024. The Company does not expect any material impact to the financial statements due to settlement of this audit.

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


	Year Ended December 31,
	2023		2022		2021
Income before income taxes	$	117,076	$	136,175	$	82,557
Income before income taxes attributable to period subsequent to business combination for the year ended December 31, 2021 (1)	$	—	$	—	$	12,206

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

The Company calculated income taxes on prorated income only for the days remaining subsequent to the Business Combination for the year ended December 31, 2021. The components of the benefit for income taxes for the year ended December 31, 2023, December 31, 2022 and December 31, 2021 consisted of the following:


	Year Ended December 31,
	2023		2022		2021
Current:
Federal	$	1,810	$	1,140	$	—
State	79		27		—
	1,889		1,167		—
Deferred:
Federal	3,091		3,477		(856)
State	(424)		(284)		(1)
	2,667		3,193		(857)
Total Provision (benefit) from income taxes	$	4,556	$	4,360	(857)

The reconciliation of income taxes at the federal statutory rate to provision for income taxes for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 were as follows:


	Year Ended December 31,
	2023		2022		2021
U.S. federal statutory tax rate	21.00	%	21.00	%	21.00	%
State taxes	0.72	%	0.28	%	0.03	%
Valuation allowances	3.26	%	1.11	%	—
NCI adjustment	(17.37)	%	(17.52)	%	(18.53)	%
Permanent differences	(3.82)	%	(0.64)	%	(3.35)	%
OCI Adjustment	0.09	%	(0.27)	%	—	%
Other temporary differences	0.01	%	(0.76)	%	—	%
Effective income tax rate	3.89	%	3.20	%	(0.85)	%

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

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

The components of the deferred tax assets were as follows:


	Year Ended December 31,
	2023		2022		2021
Deferred Tax Assets:
Investment in Holdings	$	34,162	$	32,256	$	29,102
Imputed Interest	727		686		623

Earnout consideration liability	—		—		970
Stock Options/ RSU's	1		—		—
Net operating loss carryforward	—		—		819
Total deferred tax assets	$	34,890	$	32,942	$	31,514
Valuation Allowance	(11,193)		(7,373)		(5,864)
Total deferred tax assets net of valuation allowance	$	23,697	$	25,569	$	25,650

The deferred taxes primarily result from the Business Combination where the Company recorded a carryover basis on all assets for financial accounting purposes and a fair value step-up on a portion of the assets for income tax purposes. The Company’s deferred tax asset was reviewed for expected utilization using a “more likely than not” approach by assessing the available positive and negative evidence surrounding its recoverability. Accordingly, a valuation allowance has been recorded against the Company’s deferred tax asset, as it was determined that it was “more likely than not” that the Company’s deferred tax assets would not be fully realized. As of December 31, 2023, the Company determined that considering all of these factors, a $11,193 valuation allowance would be established, an increase in valuation allowance of $3,820 compared to the year ended December 31, 2022. The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be utilized, and will reduce the valuation allowance appropriately at such time when it is determined that the “more likely than not” criteria is satisfied.

There were no significant uncertain tax positions taken, or expected to be taken, in a tax return that would be determined to be an unrecognized tax benefit taken or expected to be taken in a tax return that should have been recorded on the Company’s financial statements for the years ended December 31, 2023, or 2022. Additionally, there were no interest or penalties outstanding as of the fiscal year ended December 31, 2023 and December 31, 2022.

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 41,216	$ 13,642
Accounts receivable, net	40,488	37,272
Inventories	52,540	42,374
Prepaid expenses and other current assets	5,133	3,824
Total current assets	139,377	97,112
Property and equipment, net	25,212	22,655
Right of use asset, net	7,473	8,932
Deferred tax asset	23,697	25,569
Derivative asset- interest rate swap	5,258	8,651
Deposits and other assets	24	24
Total assets	201,041	162,943
CURRENT LIABILITIES
Current portion of long-term debt	10,313	14,372
Current portion of lease liabilities	1,948	1,846
Current portion of tax receivable agreement liability	1,425	2,367
Accounts payable	5,193	7,127
Accrued expenses	11,986	10,154
Commission payable	4,429	3,317
Bonus payable	5,616	8,177
Total current liabilities	40,910	47,360
Long-term debt, net of deferred finance costs	198,331	216,276
Convertible notes	127,832	127,348
Derivative liability - convertible notes redemption make-whole provision	425	285
Warrant liability	8,294	16,341
Lease liabilities	6,220	7,766
Tax receivable agreement liability	23,949	24,475
Earnout consideration liability	853	15,090
Total liabilities	406,814	454,941
Commitments and contingencies (Note 16)
Redeemable non-controlling interest	596,587	600,234
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding	0	0
Additional paid in capital	39,466	24,107
Accumulated other comprehensive income	4,991	8,283
Accumulated deficit	(846,825)	(924,630)
Total stockholders' deficit	(802,360)	(892,232)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	201,041	162,943
Class A Common Stock
CURRENT LIABILITIES
Common stock	2	2
Class B Common Stock
CURRENT LIABILITIES
Common stock	$ 6	$ 6

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Mar. 04, 2024	Jun. 30, 2023
Entity Listings [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39687
Entity Registrant Name	CompoSecure, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2749902
Entity Address, Address Line One	309 Pierce Street
Entity Address, City or Town	Somerset
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08873
City Area Code	908
Local Phone Number	518-0500
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 123.4
Documents Incorporated by Reference	Portions of the Company’s definitive proxy statement to be filed pursuant to Regulation 14A with the SEC within 120 days after December 31, 2023 are incorporated by reference into Part III of this Annual Report on Form 10-K and certain documents are incorporated by reference into Part IV.
Amendment Flag	false
Entity Central Index Key	0001823144
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Class A Common Stock, $0.0001 par value per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	CMPO
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		20,574,924
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock
Trading Symbol	CMPOW
Security Exchange Name	NASDAQ
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		59,958,422

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Computation of basic and diluted earnings per share


	Year Ended December 31,
	2023		2022		2021
Basic and diluted:
Net income	$	112,520	$	131,815	$	83,414
Less: Net income attributable to non-controlling interest	93,281		113,158		80,260
Net income attributable to Class A Common shareholders	$	19,239	$	18,657	$	3,154
Plus: adjustment to net income due to net effect of equity awards, exchangeable notes and class B units	14,825		18,017		7,943
Net income attributable to Class A Common shareholders after adjustment	$	34,064	$	36,674	$	11,097
Weighted average common shares outstanding used in computing net income per share - basic	18,660,872		15,372,422		14,929,982
Plus: net effect of dilutive equity awards, exchangeable notes and class B units	16,651,239		17,182,895		79,639,876
Weighted average common shares outstanding used in computing net income per share - diluted	35,312,111		32,555,317		94,569,858
Net income per share—basic	$	1.03	$	1.21	$	0.21
Net income per share—diluted	$	0.96	$	1.13	$	0.12

Antidilutive shares excluded from calculation

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


	Year Ended December 31, 2023	Year Ended December 31, 2022	Year Ended December 31, 2021
Potentially dilutive securities:
Warrants	22,415,400	22,415,400	22,415,400
Class B common shares	59,958,422	60,325,057	—

Earnout consideration shares	7,500,000	7,500,000	7,500,000
Equity awards	2,679,833	3,461,502	—

Accounting Standards Update and Change in Accounting Principle

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


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

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

REVENUE RECOGNITION	12 Months Ended
REVENUE RECOGNITION	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	REVENUE RECOGNITION The Company recognizes revenue in accordance with accounting standard ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. See Note 2. Disaggregation of Revenue The percentages present the Company’s revenue disaggregated by customer. The majority of the Company’s revenue is earned within these major contracts, with aggregate revenue from the two top customers comprising approximately 70.5%, 67.3% and 71.9% of total revenue in 2023, 2022 and 2021, respectively.

- Definition

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

+ References

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

LEASES - ROU Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Right of use asset, net	$ 7,473	$ 8,932
Current portion of lease liabilities	1,948	1,846
Lease liabilities	$ 6,220	$ 7,766

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Accounting	The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).
Consolidation	The accompanying consolidated financial statements include the results of operations of the Company and its majority owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications	Certain reclassifications have been made to conform to the current year presentation.
Use of Estimates	The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the exchangeable notes due December 2026, which will be marked to market each quarter based on a Lattice model approach, changes in the fair value of warrant liabilities, derivative asset for the interest rate swap, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability.
Cash and Cash Equivalents	Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash. Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature.
Accounts Receivable	Accounts receivable are recognized net of allowances for credit losses. Allowance for credit losses are established based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off.
Inventories	Inventories are stated at the lower of cost or net realizable value, a basis that approximates the first-in, first out method. Inventories consist of raw material, work in process and finished goods. The Company establishes reserves as necessary for obsolescence and excess inventory. The Company records a reserve for excess and obsolete inventory based upon a calculation using the historical experience, expected future sales volumes, the projected expiration of inventory and specifically identified obsolete inventory.
Property and Equipment	Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to ten years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on straight-line basis over the shorter of the useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. The Company evaluates the depreciation periods of property and equipment to determine whether events or circumstances indicate that the asset’s carrying value is not recoverable or warrant revised estimates of useful lives.
Revenue Recognition and Shipping and Handling Costs	The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of December 31, 2023 and 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. Significant Judgments in Application of the Guidance The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize: Determination of Transaction Price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. In addition, several contracts include variable consideration such as specific sales prices based on certain volume thresholds, discounts, penalties, rebates, refunds, and the customer’s right to return. The Company has concluded that its estimation of variable consideration results in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. The accrual for variable consideration is netted against the sale price in determining the transaction price. Assessment of Estimates of Variable Consideration Many of the Company’s contracts with customers contain some component of variable consideration. The Company estimates variable consideration, such as discounts, rebates such as volume based rebate and credits, using the expected value method, and adjusts transaction price for its estimate of variable consideration. Throughout the year, we record an accrual that nets down our revenue based on our best estimate of the impact of variable consideration based on cards shipped in each month of the year. We regularly revisit this accrual throughout the year to ensure we are tracking to the correct offset. This effectively factors the volume based rebate into the transaction price. Therefore, management applies the constraint in its estimation of variable consideration for inclusion in the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Allocation of Transaction Price The transaction price (including any discounts) is allocated between goods in a multi-element arrangement based on their relative standalone selling prices. The standalone selling prices are determined based on the prices at which the Company separately sells each good. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. Significant judgment may be required to determine standalone selling prices for each performance obligation and whether it depicts the amount the Company expects to receive in exchange for the related goods. Practical Expedients and Exemptions As permitted by ASC 606, the Company uses certain practical expedients in connection with the application of ASC 606. The Company treats shipping and handling activities as fulfillment activities. The Company treats costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset we would recognize is one year or less. The Company does not adjust the transaction price for significant financing components, as the Company’s contracts typically do not contain provisions for significant advance or deferred payments, nor do they span more than a one year period. The Company applies the optional exemption to not disclose information regarding the allocation of transaction price to remaining performance obligations with an original expected duration of less than one year. Costs incurred in shipping and handling are recognized in Cost of goods sold in the consolidated statements of operations.
Advertising	The Company expenses the cost of advertising as incurred. Advertising expense of approximately $5,020, $11,808, and $17,434 for the years ended December 31, 2023, 2022, and 2021, respectively, were included in selling, general and administrative expenses in the consolidated statements of operations.
Income Taxes	Income taxes are applied to the income attributable to the controlling interest (see Note 9) as the income attributable to the non-controlling interest is pass-through income. Prior to the Business Combination, the Company was not subject to income taxes due to its prior equity structure and was, instead, subject to pass through income taxes. The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company will continue to evaluate the realizability of our deferred tax assets and liabilities on a quarterly basis, and will adjust such amounts in light of changing facts and circumstances, including but not limited to future projections of taxable income, tax legislation, rulings by relevant tax authorities and the progress of ongoing tax audits, if any. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized in future periods. Holdings is a partnership for tax purposes. Pursuant to Holdings’ limited liability company agreement, Holdings makes pro rata tax distributions during each year to the members of Holdings. These distributions are based on the Company’s estimate of taxable income for each year, and are updated throughout the year. Tax distributions from Holdings are intended to provide each member of Holdings sufficient funds to meet tax obligations with respect to the taxable income of Holdings Company that is allocated to each member. The Holdings limited liability company agreement requires distributions to be calculated based on a tax rate equal to the highest combined marginal federal and applicable state or local statutory income tax rate applicable to an individual resident in New York City, New York, including the Medicare contribution tax on unearned income, taking into account all jurisdictions in which the Company is required to file income tax returns together with the relevant apportionment information subject to various adjustments.
Equity-Based Compensation	The Company has equity-based compensation plans and a profits interest which are described in more detail in Note 10. Compensation cost relating to equity-based awards as provided by the arrangements are recognized in the consolidated statements of operations over the requisite service period based on the grant date fair value of such awards. The Company determines the fair value of each option on the date of grant using the Black‑Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, forfeiture rate and expected dividend yield. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates, in order to derive the Company’s best estimate of awards ultimately expected to vest.
Earnout Consideration	As a result of the Business Combination, certain of Holdings' equity holders have the right to receive an aggregate of up to 7,500,000 additional (i) shares of the Company's class A common stock or (ii) Holdings' Units (and a corresponding number of shares of the Company's class B common stock), as applicable, in earnout consideration based on the achievement of certain stock price thresholds (collectively, the “Earnouts”). The valuation of the Earnouts was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The Company classifies the Earnouts as liabilities at their fair value on the consolidated balance sheet and adjusts the fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until expiration, and any change in fair value is recognized in revaluation of Earnout consideration liability in the Company's consolidated statements of operations. The Earnouts expire in two phases, half of which expire upon a 3 year anniversary upon the initial closing date and half upon the 4 year anniversary. A portion of the liability was considered compensation and fully expensed at December 27, 2021.
Warrant Liability	The Company accounts for the warrants in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value within warrant liability on the consolidated balance sheet and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of warrant liability in the Company's consolidated statements of operations. The Private Placement Warrants were valued using a Black-Scholes option pricing model. The Public Warrants were valued using the quoted market price as the fair value at the end of each balance sheet date. See Note 12 for more details.
Tax Receivable Agreement Liability	As a result of the Business Combination, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Holdings and holders of interests in Holdings as of the date of the Business Combination (the "TRA Holders"). Pursuant to the Tax Receivable Agreement, the Company is required to pay to the TRA Holders 90% of the amount of savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of the utilization of certain tax attributes. The tax receivable agreement will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the agreement for an amount representing the present value of anticipated future tax benefits under the tax receivable agreement. The Company will retain the benefit of the remaining 10% of these cash tax savings.
Selling, General and Administrative	Selling, general and administrative (“SG&A”) expenses primarily include expenses related to salaries and commissions, transaction costs, and professional fees.
Net Income (Loss) Per Share	The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A common stock but is exclusive of Class B common stock as these shares have no economic or participating rights. Effective April 1, 2022, the Company changed its methodology to apply the accounting policy to calculate the basic and diluted earnings per share as it determined that it would push down the changes in fair value of the mark-to-market liabilities related to the Company's warrants and earnout consideration liability to its operating subsidiary, Holdings, resulting in a change to the net income attributable to the controlling interest and non-controlling interest. Diluted net income per share is computed by dividing the net income allocated to potential dilutive instruments attributable to controlling interest by the basic weighted-average number of common shares outstanding during the period, adjusted for the potentially dilutive shares of common stock equivalents resulting from the assumed exercise of the warrants, payment of the earnouts, exercise and vesting of the equity awards, exchange of the Class B units and Exchangeable Notes ("securities") only if the effect is not anti-dilutive. The Company has prospectively adopted this change in methodology to apply the accounting policy described above to allocate its net income and to calculate its basic and dilutive earnings per share. The Company has provided the appropriate disclosures as required in FASB ASC Topic 250-10, "Accounting Changes and Error Corrections".
Market and Credit Risk	Financial instruments that potentially subject the Company to credit risk consist principally of investments in cash, cash equivalents, short-term investments and accounts receivable. The Company’s primary exposure is credit risk on receivables as the Company does not require any collateral for its accounts receivable. Credit risk is the loss that may result from a trade customer’s or counterparty’s nonperformance. The Company uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, monitoring changes in a customer’s credit rating, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. The Company believes that its customers and counterparties will be able to satisfy their obligations under their contracts. The Company maintains cash, cash equivalents with approved federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution if required.
Fair Value Measurements	The Company determines fair value in accordance with ASC 820 which established a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market i.e. Level 1 to estimates determined using significant unobservable inputs i.e. Level 3. The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows: The standard describes three levels of inputs that may be used to measure fair value: •Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. •Level 2: Observable inputs other than unadjusted quoted prices in active markets for identical assets or liabilities such as: ◦Quoted prices for similar assets or liabilities in active markets ◦Quoted prices for identical or similar assets or liabilities in inactive markets ◦Inputs other than quoted prices that are observable for the asset or liability ◦Inputs that are derived principally from or corroborated by observable market data by correlation or other mean •Level 3: Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable, accounts payable, debt, warrants, earnout consideration and interest rate swap. Cash and cash equivalents consisted of bank deposits and short-term investments, such as money market funds, the fair value of which is based on quoted market prices, a Level 1 fair value measure. As of December 31, 2023 and December 31, 2022, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The fair value of the Company’s Exchangeable Notes without the make-whole feature, was approximately $118,000 and $100,000, as of December 31, 2023 and 2022 respectively. The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period.
Segments	The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President. The Company's chief operating decision-maker ("CODM") is its Chief Executive Officer and President, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. The Company does not operate separate lines of business with respect to any of its products and does not review discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable segment. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.
Recent Accounting Pronouncements - Adopted and Not Yet Adopted	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. Recent Accounting Pronouncements – Not Yet Adopted On December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, applies to all entities subject to income taxes. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The amendments in this Update require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The new guidance focuses on two specific disclosure areas: the rate reconciliation and income taxes paid. The rate reconciliation disclosure requirements differ for PBEs as compared to non-PBEs. The income taxes paid disclosures are the same for all entities. The Company is evaluating the impact of this ASU on the Company's financial statements.

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

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

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

^[1]

$ 1.03

$ 1.21

$ 0.21

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

^[1]

$ 0.96

$ 1.13

$ 0.12

Net income

^[2]

$ 19,239

$ 18,657

$ 3,154

Net income attributable to redeemable non-controlling interests

^[2]

$ 93,281

$ 113,158

$ 80,260

Previously Reported

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

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

$ 0.91

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

$ 0.14

Net income

$ 13,512

Net income attributable to redeemable non-controlling interests

$ 69,902

Adjustment

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

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

$ (0.70)

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

$ (0.02)

Net income

$ (10,358)

Net income attributable to redeemable non-controlling interests

$ 10,358

[1]

[2]

- Definition

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

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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

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

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+ Details

- Definition

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

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+ Details

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 112,520	$ 131,815	$ 83,414
Other comprehensive income, net:
Unrealized gain (loss) on derivative - interest rate swap (net of tax)	(3,292)	8,283	0
Total other comprehensive income, net	(3,292)	8,283	0
Comprehensive income	$ 109,228	$ 140,098	$ 83,414

- Definition

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

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- Definition

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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+ Details

BUSINESS COMBINATION

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATION

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

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

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

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

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

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

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


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

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


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

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENT Subsequent to year end, on March 1, 2024, the Company amended its senior credit facility (the "2024 Amendment"). Subject to certain conditions, the 2024 Amendment allows the Company (or its applicable subsidiary) to repurchase outstanding shares of common stock, outstanding warrants, and/or outstanding convertible notes in an aggregate amount not to exceed $40,000 at any time.

FAIR VALUE MEASUREMENTS - Fair Value Assumptions (Details)	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price (usd per share)	$ 5.40	$ 4.91	$ 8.21
Risk-free interest rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	0.0423	0.0422	0.0097
Risk-free interest rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	0.0479	0.0441	0.0112
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input			0.675
Expected volatility \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	0.35	0.75
Expected volatility \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	0.425	0.80
Expected dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	0	0	0
Expected term \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	1	2	3
Expected term \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Reverse recapitalization, contingent consideration, measurement input	2	3	4

EQUITY COMPENSATION - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Number of Shares
Outstanding (shares)	4,765,545	5,409,771
Granted (shares)	0
Exercised (shares)	1,487,082	644,226	1,413,235
Outstanding (shares)	3,278,463	4,765,545	5,409,771
Vested and expected to vest (shares)	3,278,463
Exercisable (shares)	3,274,954	4,616,197	4,947,921
Weighted Average Exercise Price Per Shares
Outstanding (usd per share)	$ 1.44
Granted (usd per share)	0
Exercised (usd per share)	0.41
Outstanding (usd per share)	1.88	$ 1.44
Vested and expected to vest (usd per share)	1.88
Exercisable (usd per share)	$ 1.88
Weighted Average Remaining Contractual Term (years)
Outstanding, weighted average remaining contractual term	2 years 10 months 24 days	4 years 9 months 18 days
Exercised, weighted average remaining contractual term	1 year 6 months
Vested and expected to vest, weighted average remaining contractual term	2 years 10 months 24 days
Exercisable, weighted average remaining contractual term	2 years 10 months 24 days	3 years 1 month 6 days	3 years 10 months 24 days
Aggregate Intrinsic Value (in thousands)
Outstanding, aggregate intrinsic value	$ 11,780	$ 16,939
Exercised, aggregate intrinsic value	9,465
Vested and expected to vest, aggregate intrinsic value	11,780
Exercisable, aggregate intrinsic value	$ 11,780

PROPERTY AND EQUIPMENT - Summary of property and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total	$ 96,810	$ 85,866
Less: Accumulated depreciation and amortization	(71,598)	(63,211)
Property and equipment, net	$ 25,212	22,655
Minimum
Property, Plant and Equipment [Line Items]
Useful life	1 year
Maximum
Property, Plant and Equipment [Line Items]
Useful life	10 years
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total	$ 72,538	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]
Total	$ 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]
Total	$ 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]
Total	$ 14,981	11,993
Vehicles
Property, Plant and Equipment [Line Items]
Useful life	5 years
Total	$ 264	264
Software
Property, Plant and Equipment [Line Items]
Total	$ 2,924	2,924
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]
Total	$ 4,189	$ 4,145

BUSINESS COMBINATION (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Recapitalization

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


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

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


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

RETIREMENT PLAN	12 Months Ended
RETIREMENT PLAN	Dec. 31, 2023
Retirement Benefits [Abstract]
RETIREMENT PLAN	RETIREMENT PLAN Defined Contribution Plan The Company has a 401(k) profit sharing plan for all full-time employees who have attained the age of 21 and completed 90 days of service. The Company matches 100% of the first 1% and then 50% of the next 5% of employee contributions. Retirement plan expense for the years ended December 31, 2023, 2022, and 2021 was approximately $1,813, $1,614, and $1,102 respectively. Deferred Compensation Plan The Company has a self-administered deferred compensation plan that accrues a liability for the benefit of certain employees equal to 0.25% year-over-year change in Earnings Before Interest Depreciation “EBITDA” that began in 2014. The total liability was $0 and $242 at December 31, 2023 and 2022 and is recorded in other liabilities on the balance sheet. The Plan vests over a seven year period according to the following vesting schedule: Year 1 – 0.0%, Year 2 – 5.0%, Year 3 – 15.0%, Year 4 – 20.0%, Year 5 – 30.0%, Year 6 – 50.0%, Year 7 – 100%. The plan was terminated in the year ended December 31, 2021 and the remaining liability was paid in the year ended December 31, 2023.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 8,387	$ 8,575	$ 10,428

DEBT - Balances Payable by Debt Instrument (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 27, 2021
Debt Instrument [Line Items]
Loan Balance	$ 340,313	$ 363,122
Less: current portion of term loan (scheduled payments)	(10,313)	(14,372)
Less: net deferred financing and discount costs	(3,837)	(5,126)
Total Long Term debt	326,163	343,624
Derivative liability - redemption with make-whole provision	425	285
Term loan
Debt Instrument [Line Items]
Loan Balance	210,313	233,122
Less: current portion of term loan (scheduled payments)	(10,313)	(14,372)
Less: net deferred financing and discount costs	(1,669)	(2,474)
Total Long Term debt	198,331	216,276
Exchangeable Notes
Debt Instrument [Line Items]
Loan Balance	130,000	130,000
Less: current portion of term loan (scheduled payments)	0	0
Less: net deferred financing and discount costs	(2,168)	(2,652)
Total Long Term debt	127,832	127,348
Derivative liability - redemption with make-whole provision	$ 425	$ 285	$ 552

- Definition

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

+ References

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+ Details

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Major classes of inventories

The major classes of inventories were as follows:


	December 31,
	2023		2022
Raw materials	$	50,867	$	43,313
Work in process	4,110		2,892
Finished goods	662		450
Inventory reserve	(3,099)		(4,281)
	$	52,540	$	42,374

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)		12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 27, 2021 shares	Dec. 31, 2023 USD ($) phase segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Incentive Distribution Made to Managing Member or General Partner [Line Items]
Accounts receivable allowance for doubtful accounts		$ 0	$ 0
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
Shipping and handling costs		$ 2,286,000	2,755,000	$ 2,308,000
Research and development expense		6,780,000	6,723,000	2,701,000
Selling expenses		5,020,000	11,808,000	17,434,000
Tax distributions		$ 49,955,000	44,434,000
Earnout shares (shares) \| shares	7,500,000
Earnout consideration, number of phases \| phase		2
Earnout consideration, expiration period, one		3 years
Earnout consideration, expiration period two		4 years
Tax receivable agreement, percentage	90.00%
Tax receivable agreement, percentage retained	10.00%
Tax receivable agreement liability		$ 25,374,000	26,842,000
Payment of tax receivable agreement liability		2,436,000	110,000	0
Salaries and commissions		30,108,000	35,650,000	16,103,000
Professional fees		13,664,000	14,024,000	$ 11,134,000
Exchangeable notes, fair value		$ 118,000,000	100,000,000
Number of operating segments \| segment		1
Number of reportable segments \| segment		1
Parent Company
Incentive Distribution Made to Managing Member or General Partner [Line Items]
Tax distributions		$ 11,593,000	8,141,000
Affiliated Entity
Incentive Distribution Made to Managing Member or General Partner [Line Items]
Tax distributions		$ 38,362,000	$ 36,293,000
Minimum
Incentive Distribution Made to Managing Member or General Partner [Line Items]
Useful life		1 year
Maximum
Incentive Distribution Made to Managing Member or General Partner [Line Items]
Useful life		10 years

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Summary of property and equipment

Property and equipment consisted of the following:


		December 31,
	Useful Life	2023		2022
Machinery and equipment	5 - 10 years	$	72,538	$	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	14,981		11,993
Vehicles	5 years	264		264
Software	1 - 3 years	2,924		2,924
Construction in progress		4,189		4,145
Total		96,810		85,866
Less: Accumulated depreciation and amortization		(71,598)		(63,211)
Property and equipment, net		$	25,212	$	22,655

DEBT - Narrative (Details)			1 Months Ended		12 Months Ended
DEBT - Narrative (Details)	Apr. 19, 2021 USD ($) day $ / shares	Jan. 01, 2021	May 31, 2023 USD ($)	Jan. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Dec. 27, 2021 USD ($) $ / shares	Nov. 30, 2020 USD ($)	Jul. 31, 2019 USD ($)
Debt Instrument [Line Items]
Common stock, par value (usd per share) \| $ / shares								$ 0.0001
Derivative liability - redemption with make-whole provision					$ 425,000	$ 285,000
Favorable (unfavorable) change in fair value of derivative liability					(139,000)	266,000	$ 0
Interest expense					19,513,000	14,188,000	11,928,000
Payment of term loan					22,810,000	$ 16,878,000	240,000,000
Derivative, gain loss) on derivative, net				$ 400,000
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]						Interest expense, net of interest income of $4,977, $1,249 and $0 in 2023, 2022 and 2021, respectively
Derivative notional amount					125,000,000
Derivative asset - interest rate swap				$ 0	5,258,000	$ 8,651,000
Level 2
Debt Instrument [Line Items]
Derivative liability - redemption with make-whole provision					0	0
Derivative asset - interest rate swap					5,258,000	8,651,000
Level 3
Debt Instrument [Line Items]
Derivative liability - redemption with make-whole provision					425,000	285,000
Derivative asset - interest rate swap					0	0
2016 Credit Facility
Debt Instrument [Line Items]
Debt issuance costs							1,800,000		$ 3,200,000
Maximum borrowing capacity							310,000,000		300,000,000
Payment of term loan					$ 4,060,000	$ 13,753,000
2016 Credit Facility \| SOFR
Debt Instrument [Line Items]
Basis spread on variable interest rate					2.75%
2016 Credit Facility \| Prime rate
Debt Instrument [Line Items]
Basis spread on variable interest rate					1.75%
2021 Credit Facility
Debt Instrument [Line Items]
Debt issuance costs			$ 257,000
Deferred debt issuance cost, writeoff			$ 589,000
2021 Credit Facility \| SOFR
Debt Instrument [Line Items]
Basis spread on variable interest rate					0.10%
2021 Credit Facility \| Prime rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable interest rate					1.75%
2021 Credit Facility \| Prime rate \| 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	$ 130,000,000
Conversion price (usd per share) \| $ / shares	$ 11.50
Interest rate	7.00%
Term	5 years
Redemption, period from closing date	3 years
Redemption, stock price percentage threshold	130.00%
Redemption, threshold trading days \| day	20
Redemption, threshold consecutive trading days	30 days
Redemption, notice period	30 days
Redemption price percentage	100.00%
Redemption, VWAP, threshold trading days	5 days
Maximum conversion rate	0.0999999
Anti-dilution, period after common stock issuance	45 days
Anti-dilution, threshold consecutive trading days	10 days
Fundamental change, repurchase price percentage	100.00%
Registration default, interest rate for first 90 days	0.25%
Registration default, interest rate after 90 days	0.50%
Event of default, threshold percentage of note holders that may declare notes payable immediately	25.00%
Event of default, percentage of notes payable immediately	100.00%
Event of default, interest rate for first 90 days	0.25%
Event of default, interest rate for days 91-180	0.50%
Derivative liability - redemption with make-whole provision					$ 425,000	$ 285,000		$ 552,000
Interest expense					$ 9,585,000	$ 9,536,000
Effective interest rate					7.40%
Debt issuance costs	$ 2,600,000
Line of credit and term loan
Debt Instrument [Line Items]
Effective interest rate					7.80%	5.15%
Line of credit
Debt Instrument [Line Items]
Basis spread on variable interest rate		3.00%
Line of credit \| 2016 Credit Facility \| Revolver
Debt Instrument [Line Items]
Maximum borrowing capacity										$ 60,000,000
Annual commitment fee percentage					0.35%
Line of credit, balance outstanding					$ 0	$ 0
Line of credit facility, remaining borrowing capacity					$ 60,000,000
Term loan \| 2016 Credit Facility
Debt Instrument [Line Items]
Face amount							$ 250,000,000		$ 240,000,000

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

RETIREMENT PLAN - Deferred Compensation Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Percent of EBITDA contributed	0.25%
Liability	$ 0	$ 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%

INCOME TAXES - Components of Benefit for Income Taxes (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal		$ 1,810	$ 1,140	$ 0
State		79	27	0
Current		1,889	1,167	0
Deferred:
Federal		3,091	3,477	(856)
State		(424)	(284)	(1)
Deferred		2,667	3,193	(857)
Total Provision (benefit) from income taxes	$ (857)	$ 4,556	$ 4,360	$ (857)

- Definition

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

+ References + Details