Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document and Entity Information | |
Entity Registrant Name | CompoSecure, Inc. |
Entity Central Index Key | 0001823144 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
BALANCE SHEET
BALANCE SHEET - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 10, 2020 | Sep. 30, 2020 | Aug. 20, 2020 | Dec. 31, 2019 |
Current assets | ||||||||
Cash | $ 12,236,000 | $ 13,422,000 | $ 26,728,000 | |||||
Total Current Assets | 72,954,000 | 53,488,000 | 65,156,000 | |||||
TOTAL ASSETS | 107,752,000 | 81,358,000 | 95,525,000 | |||||
Liabilities, Current [Abstract] | ||||||||
Accrued expenses | 13,817,000 | 11,556,000 | 10,464,000 | |||||
Total Current Liabilities | 43,069,000 | 41,615,000 | 31,740,000 | |||||
TOTAL LIABILITIES | 258,118,000 | 273,911,000 | 151,074,000 | |||||
Stockholders' Deficit | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 107,752,000 | 81,358,000 | $ 95,525,000 | |||||
ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Current assets | ||||||||
Cash | 15,158 | 603,615 | ||||||
Prepaid expenses | 225,388 | 434,689 | ||||||
Total Current Assets | 240,546 | 1,038,304 | ||||||
Marketable securities held in Trust Account | 236,289,574 | 236,215,089 | ||||||
TOTAL ASSETS | 236,530,120 | 237,253,393 | ||||||
Liabilities, Current [Abstract] | ||||||||
Accrued expenses | 2,470,093 | 98,112 | ||||||
Accrued expenses | 98,112 | |||||||
Total Current Liabilities | 2,638,493 | 98,112 | ||||||
Warrant Liability | 27,455,162 | |||||||
Deferred underwriting payable | 8,104,600 | |||||||
TOTAL LIABILITIES | 47,482,131 | 35,657,874 | ||||||
Commitments | ||||||||
Class A common stock subject to possible redemption, 23,156,000 shares at redemption value | 236,191,200 | $ 236,191,200 | $ 236,191,200 | 236,191,200 | $ 224,400,000 | |||
Stockholders' Deficit | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||||||
Additional paid-in capital | 0 | |||||||
Accumulated deficit | (47,143,789) | (47,320,699) | (25,665,059) | (34,596,260) | (29,119,658) | |||
Total Stockholders' Deficit | (47,143,210) | $ (47,320,121) | $ (25,664,481) | (34,595,681) | $ (29,119,025) | $ 24,283 | $ 0 | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 236,530,121 | 237,253,393 | ||||||
Class A common stock subject to possible redemption | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Liabilities, Current [Abstract] | ||||||||
Class A common stock subject to possible redemption, 23,156,000 shares at redemption value | 236,191,200 | 236,191,200 | ||||||
Class B common stock | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Stockholders' Deficit | ||||||||
Common stock value | $ 579 | $ 579 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - ROMAN DBDR TECH ACQUISITION CORP. - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | |
Common stock, shares issued | 23,156,000 | |
Common stock, shares outstanding | 23,156,000 | |
Class A common stock subject to possible redemption | ||
Common stock, shares issued | 23,156,000 | 23,156,000 |
Common stock, shares outstanding | 23,156,000 | 23,156,000 |
Temporary Equity, Shares Outstanding | 23,156,000 | 23,156,000 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,789,000 | 5,789,000 |
Common stock, shares outstanding | 5,789,000 | 5,789,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
ROMAN DBDR TECH ACQUISITION CORP. | |
Operating Costs and Expenses | $ 188,995 |
Loss from operations | (188,995) |
Other income (expense): | |
Compensation Expense | (650,244) |
Interest earned on marketable securities held in Trust Account | 22,970 |
Unrealized gain on marketable securities held in Trust Account | 919 |
Total other income (expense), net | (5,151,683) |
Loss before provision for income taxes | (5,340,678) |
Net income (loss) | $ (5,340,678) |
Basis weighted average shares outstanding, Common stock | shares | 5,601,728 |
Diluted weighted average shares outstanding, Common stock | shares | 5,601,728 |
Basic net loss per share, Common stock | $ / shares | $ (0.21) |
Diluted net loss per share, Common stock | $ / shares | $ (0.21) |
ROMAN DBDR TECH ACQUISITION CORP. | Private Placement Warrants | |
Other income (expense): | |
Change in fair value of derivative liability | $ (1,842,358) |
Transaction costs | (22,475) |
ROMAN DBDR TECH ACQUISITION CORP. | Public Warrants | |
Other income (expense): | |
Change in fair value of derivative liability | (1,968,260) |
Transaction costs | $ (692,235) |
Class A common stock | ROMAN DBDR TECH ACQUISITION CORP. | |
Other income (expense): | |
Basis weighted average shares outstanding, Common stock | shares | 19,250,109 |
Diluted weighted average shares outstanding, Common stock | shares | 19,250,109 |
Basic net loss per share, Common stock | $ / shares | $ (0.21) |
Diluted net loss per share, Common stock | $ / shares | $ (0.21) |
Class A common stock subject to possible redemption | ROMAN DBDR TECH ACQUISITION CORP. | |
Other income (expense): | |
Basis weighted average shares outstanding, Common stock | shares | 19,250,109 |
Diluted weighted average shares outstanding, Common stock | shares | 19,250,109 |
Basic net loss per share, Common stock | $ / shares | $ (0.21) |
Diluted net loss per share, Common stock | $ / shares | $ (0.21) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common StockClass B common stockROMAN DBDR TECH ACQUISITION CORP. | Common StockClass B common stock | Additional Paid-in CapitalROMAN DBDR TECH ACQUISITION CORP. | Accumulated DeficitROMAN DBDR TECH ACQUISITION CORP. | ROMAN DBDR TECH ACQUISITION CORP. | Total |
Balance at the beginning at Aug. 20, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) at Aug. 20, 2020 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B common stock to Sponsors | $ 633 | 24,367 | 25,000 | |||
Issuance of Class B common stock to Sponsors (in shares) | 6,325,000 | |||||
Net loss | (717) | (717) | ||||
Balance at the end at Sep. 30, 2020 | $ 633 | 24,367 | (717) | 24,283 | ||
Balance at the end (in shares) at Sep. 30, 2020 | 6,325,000 | |||||
Balance at the beginning at Aug. 20, 2020 | $ 0 | 0 | 0 | 0 | ||
Balance at the beginning (in shares) at Aug. 20, 2020 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B common stock to Sponsors | $ 633 | 24,367 | 0 | 25,000 | ||
Issuance of Class B common stock to Sponsors (in shares) | 6,325,000 | |||||
Accretion of carrying value to redemption value | (24,367) | (29,255,582) | (29,279,949) | |||
Forfeiture of Founder Shares | $ (54) | 0 | 0 | (54) | ||
Forfeiture of Founder Shares (in shares) | (536,000) | |||||
Net loss | 0 | (5,340,678) | (5,340,678) | |||
Balance at the end at Dec. 31, 2020 | $ 579 | 0 | (34,596,260) | (34,595,681) | ||
Balance at the end (in shares) at Dec. 31, 2020 | 5,789,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 0 | 0 | 8,931,200 | 8,931,200 | ||
Balance at the end at Mar. 31, 2021 | $ 579 | (25,665,060) | (25,664,481) | |||
Balance at the end (in shares) at Mar. 31, 2021 | 5,789,000 | |||||
Balance at the beginning at Dec. 31, 2020 | $ 579 | $ 0 | (34,596,260) | (34,595,681) | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,789,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ 37,211,000 | (12,547,529) | $ 63,396,000 | |||
Balance at the end at Sep. 30, 2021 | $ 579 | (47,143,789) | (47,143,210) | |||
Balance at the end (in shares) at Sep. 30, 2021 | 5,789,000 | |||||
Balance at the beginning at Mar. 31, 2021 | $ 579 | (25,665,060) | (25,664,481) | |||
Balance at the beginning (in shares) at Mar. 31, 2021 | 5,789,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (21,655,640) | (21,655,640) | ||||
Balance at the end at Jun. 30, 2021 | $ 579 | (47,320,700) | (47,320,121) | |||
Balance at the end (in shares) at Jun. 30, 2021 | 5,789,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 176,911 | 176,911 | ||||
Balance at the end at Sep. 30, 2021 | $ 579 | $ (47,143,789) | $ (47,143,210) | |||
Balance at the end (in shares) at Sep. 30, 2021 | 5,789,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Financing Activities: | |
Cash - End of period | $ 13,422,000 |
ROMAN DBDR TECH ACQUISITION CORP. | |
Cash Flows from Operating Activities: | |
Net loss | (5,340,678) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (22,970) |
Change in fair value of warrant liability | 4,460,862 |
Transaction costs associated with Initial Public Offering | 714,710 |
Unrealized gain on marketable securities held in Trust Account | (919) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (434,689) |
Accrued expenses | 98,112 |
Net cash used in operating activities | (525,572) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (236,191,200) |
Net cash (used in) provided by investing activities | (236,191,200) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 226,928,800 |
Proceeds from sale of Private Warrants | 10,837,400 |
Proceeds from promissory note - related party | 95,657 |
Repayment of promissory note - related party | (95,657) |
Payment of offering costs | (445,813) |
Net cash provided by financing activities | 237,320,387 |
Net Change in Cash | 603,615 |
Cash - Beginning of period | 0 |
Cash - End of period | 603,615 |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A common stock subject to possible redemption | 236,191,200 |
Deferred underwriting fee payable | 8,104,600 |
Payment of offering costs by the Sponsor in exchange for the issuance of Class B common stock | 25,000 |
Forfeiture of Founder Shares | $ (54) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CompoSecure Holdings, L.L.C. (“CompoSecure”, or the “Company”) is a manufacturer and designer of complex metal, plastic, composite ID and proprietary financial transaction cards. The Company started operations in 2000 and provides products and services primarily to global financial institutions, plastic card manufacturers, government agencies, system integrators, and security specialists. The Company is located in Somerset, New Jersey. CompoSecure creates newly innovated, highly differentiated and customized quality financial payment products to support and increase its customer acquisition, customer retention and organic customer spend. CompoSecure’s customers consist primarily of leading international, foreign and domestic banks and other credit card issuers primarily within the United States of America (“U.S.”), Europe, Asia, Latin America, Canada, and the Middle East. CompoSecure has established a leading position in the financial payment card market through nearly over 20 years of innovation and experience and is focused primarily on this attractive subsector of the financial technology market. CompoSecure serves a diverse set of over 20 direct customers and over 80 indirect customers, including some of the largest issuers of credit cards in the U.S. On June 11, 2020, the Company implemented a holding company reorganization, and as a result, CompoSecure Holdings, L.L.C. became successor to Composecure L.L.C.. Pursuant to the reorganization, CompoSecure Holdings, L.L.C. became a holding company with no business operations of its own. CompoSecure Holdings, L.L.C. has recognized the assets and liabilities of Composecure L.L.C at the carryover basis. The consolidated financial statements of CompoSecure Holdings, L.L.C. present comparative information for prior periods on a consolidated basis, as if both CompoSecure Holdings, L.L.C. and CompoSecure, L.L.C. were under common control for all periods presented. | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Roman DBDR Tech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 21, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period from August 21, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on November 5, 2020. On November 10, 2020, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,375,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Roman DBDR Tech Sponsor, LLC (the “Sponsor”), generating gross proceeds of $10,375,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 10, 2020, an amount of $224,400,000 ($10.20 per Unit) from the proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On November 12, 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option. As such, on November 17, 2020, the Company consummated the sale of an additional 1,156,000 Units, at $10.00 per Unit, and the sale of an additional 462,400 Private Placement Warrants, at $1.00 per Private Placement Warrant, generating total gross proceeds of $12,022,400. A total of $11,791,200 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $236,191,200. Transaction costs amounted to $13,206,613, consisting of $4,631,200 of underwriting fees, $8,104,600 of deferred underwriting fees and $470,813 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment If the Company is unable to complete a Business Combination by May 10, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount initially deposited into the Trust Account ($10.20). Going Concern The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On June 6, 2021 the Sponsor agreed to advance $130,000 to the Company to pay for operating expenses. Based on the foregoing, the Company believes it will not have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or May 10, 2022. This raises substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of November 5, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on November 10, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. As Previously As Restated Adjustments Restated Balance sheet as of November 10, 2020 (audited) Warrant Liability $ — $ 22,547,500 $ 22,547,500 Class A Common Stock Subject to Possible Redemption 212,828,471 (22,547,500) 190,280,971 Class A Common Stock 113 222 335 Additional Paid-in Capital 4,999,970 1,303,608 6,303,578 Accumulated Deficit (712) (1,303,830) (1,304,542) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 27,455,162 $ 27,455,162 Class A Common Stock Subject to Possible Redemption 224,050,680 (27,455,162) 195,595,518 Common Stock 119 270 389 Additional Paid-in Capital 5,164,409 5,175,301 10,339,710 Accumulated Deficit (165,106) (5,175,571) (5,340,677) Stockholders’ Equity 5,000,001 4 5,000,005 Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (4,460,862) $ (4,460,862) Transaction costs associated with Initial Public Offering — (714,710) (714,710) Net loss (165,106) (5,175,572) (5,340,678) Weighted average shares outstanding, Common stock subject to possible redemption 21,828,647 (2,303,331) 19,525,316 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Common stock 6,078,552 939,759 7,018,311 Basic and diluted net loss per share, Common stock (0.03) (0.73) (0.76) Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 (audited) Net loss $ (165,106) $ (5,175,572) $ (5,340,678) Change in fair value of warrant liability — (4,460,862) (4,460,862) Transaction costs associated with Initial Public Offering — (714,710) (714,710) Initial classification of Class A common stock subject to possible redemption 224,215,068 (23,644,544) 200,570,524 Change in value of Class A common stock subject to possible redemption (164,388) (3,810,618) (3,975,006) Amendment 2 In connection with the preparation of the Company's condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company's Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company's control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company's total assets, liabilities or operating results. As Previously As Restated Adjustment Restated Balance Sheet as of November 10, 2020 (audited) Common stock subject to possible redemption $ 190,280,971 $ 34,119,029 $ 224,400,000 Common stock $ 335 $ (335) $ — Additional paid-in capital $ 6,303,578 $ (6,303,578) $ — Accumulated deficit $ (1,304,542) $ (27,815,116) $ (29,119,658) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (34,119,029) $ (29,119,025) Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 196,595,514 $ 39,595,686 $ 236,191,200 Common stock $ 389 $ (389) $ — Additional paid-in capital $ 10,339,715 $ (10,339,715) $ — Accumulated deficit $ (5,340,678) $ (29,255,581) $ (34,596,259) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (39,595,684) $ (34,595,681) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited) Sale of 23,156,000 Units, net of underwriting discounts and offering expenses 206,911,197 (206,911,197) — Common stock subject to redemption 196,595,514 (196,595,514) — Accretion for Class A common stock to redemption amount — (29,279,949) (29,279,949) Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 224,215,068 11,976,132 236,191,200 As Previously As Restated Adjustment Restated Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock 21,828,647 (2,578,538) 19,250,109 Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock 6,078,552 (476,824) 5,601,728 Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock $ (0.88) $ 0.67 $ (0.21) | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement of the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The impact of the restatement on the Company’s financial statements is reflected in the following table. As Previously Reported Adjustment As Restated Balance Sheet as of November 10, 2020 (audited) Common stock subject to possible redemption $ 190,280,971 $ 34,119,029 $ 224,400,000 Common stock $ 335 $ (335) $ — Additional paid-in capital $ 6,303,578 $ (6,303,578) $ — Accumulated deficit $ (1,304,542) $ (27,815,116) $ (29,119,658) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (34,119,029) $ (29,119,025) Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 196,595,514 $ 39,595,686 $ 236,191,200 Common stock $ 389 $ (389) $ — Additional paid-in capital $ 10,339,715 $ (10,339,715) $ — Accumulated deficit $ (5,340,678) $ (29,255,581) $ (34,596,259) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (39,595,684) $ (34,595,681) Balance Sheet as of March 31, 2021 (Unaudited) Common stock subject to possible redemption $ 205,526,716 (30,664,484) 236,191,200 Common Stock $ 301 (301) — Additional paid-in capital $ 1,408,601 (1,408,601) — Accumulated deficit $ 3,590,522 (29,255,581) (25,665,059) Total Stockholders’ Equity (Deficit) $ 5,000,003 (30,664,483) (25,664,480) Balance Sheet as of June 30, 2021 (Unaudited) Common stock subject to possible redemption $ 183,871,069 52,320,131 236,191,200 Common Stock $ 513 (513) — Additional paid-in capital $ 23,064,036 (23,064,036) — Accumulated deficit $ (18,065,118) (29,255,581) (47,320,699) Total Stockholders’ Equity (Deficit) $ 5,000,010 (52,320,131) (47,320,121) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited) Sale of 23,156,000 Units, net of underwriting discounts and offering expenses 206,911,197 (206,911,197) — Common stock subject to redemption 196,595,514 (196,595,514) — Accretion for Class A common stock to redemption amount — (29,279,949) (29,279,949) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) Accretion for Class A common stock to redemption amount — — — Total Stockholders’ Equity (Deficit) (34,595,681) 8,931,200 (25,664,481) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of common stock subject to redemption 21,655,640 (21,655,640) — Accretion for Class A common stock to redemption amount — — — Total Stockholders’ Equity (Deficit) (25,664,481) (21,655,640) (47,320,121) Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 224,215,068 11,976,132 236,191,200 Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption — — — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 8,931,202 (8,931,202) — As Previously As Reported Adjustment Restated Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Basic diluted weighted 21,828,647 (2,578,538) 19,250,109 Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock $ — $ — $ — Basic diluted weighted 6,078,552 (476,824) 5,601,728 Basic diluted net $ (0.88) $ (0.08) $ (0.96) Statement of Operations for the Three Months Ended March 31, 2021 Basic diluted weighted 20,149,678 2,231,858 22,381,536 Basic and diluted net $ — $ 0.32 $ 0.32 Basic diluted weighted 9,670,930 (3,881,930) 5,789,000 Statement of Operations for the Three Months Ended June 30, 2021 Basic diluted weighted 20,149,678 2,231,858 22,381,536 Basic and diluted net $ — $ (0.77) $ (0.77) Basic diluted weighted 8,795,322 (3,006,322) 5,789,000 Basic diluted net $ (2.46) $ 1.69 $ (0.77) Statement of Operations for the Six Months Ended June 30, 2021 Basic diluted weighted 19,714,293 2,667,243 22,381,536 Basic and diluted net $ — $ (0.45) $ (0.45) Basic diluted weighted 9,230,707 (3,441,707) 5,789,000 Basic diluted net $ (1.38) $ 0.93 $ (0.45) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Dec. 31, 2020 | |
ROMAN DBDR TECH ACQUISITION CORP. | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities. Warrant Liability (Restated) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F 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 and adjust 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 our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2) The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 231,560,000 Less: Proceeds allocated to Public Warrants $ (12,156,900) Class A common stocks issuance costs $ (12,491,903) Plus: Accretion of carrying value to redemption value $ 29,280,003 Class A common stocks subject to possible redemption $ 236,191,200 Offering Costs (Restated, see Note 2 – Amendment 2) The company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriting, legal, regulatory filing, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The offering costs relate to the Class A Common Stock and Distributable Redeemable Warrants which comprised the Unit offered as part of the Initial Public Offering. Those costs were allocated on a relative fair value basis with the portion of the offering costs allocated to the Distributable Redeemable Warrants being charged to expense and the portion of the offering costs assigned to the Public Shares initially being charged against temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $13,206,613, which consists of $4,631,200 of upfront underwriting fees, $8,104,600 of deferred underwriting fees (further discussed in Note 6) and $470,813 of other offering costs, of which $714,710 was charged to expense and $12,491,903 was charged to temporary equity. 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. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. Net Loss Per Common Share (Restated, see Note 2 - Amendment 1) Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement warrants to purchase an aggregate of 22,415,400 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable shares of common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from August 21, 2020 (inception) Through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 22,970 Unrealized gain on marketable securities held in Trust Account 919 Less: interest available to be withdrawn for payment of taxes (23,889) Net Income $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 19,525,316 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Loss $ (5,340,678) Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (5,340,678) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock, 7,018,311 Basic and diluted net loss per share, Non-Redeemable $ (0.76) Net Income (Loss) per Common Share (Restated, see Note 2 - Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 21, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (4,136,863) $ (1,203,815) Denominator: Basic and diluted weighted average shares outstanding 19,250,109 5,601,728 Basic and diluted net loss per common stock $ (0.21) $ (0.21) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 22,000,000 Units at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 1,156,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 22,000,000 Units at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 1,156,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $10,375,000 in the aggregate, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 462,400 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $462,400. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $10,375,000 in the aggregate, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 462,400 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $462,400. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS In November 2015, the Company entered into a sales representation agreement with a third party, partially owned by an individual who is a Class B member of the Company and who was then a member of the Company’s Board of Managers. In 2016, the Company commenced litigation against such third party seeking a judicial determination that the sales representation agreement was void and unenforceable, among other claims. In February 2018, the trial court ruled against the Company in the litigation, concluding that the sales representation agreement was valid and enforceable. The Company appealed the ruling, however, the ruling was upheld. As a result of the ruling, the Company 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, 2020, 2019, and 2018 amounted to $6,724, $9,232, and $4,443, respectively and were recorded as a component of selling, general and administrative expenses. In October 2019, the Company 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, 2020, and December 31, 2019 related to this agreement amounted to In March 2021, the Company received from such third party a notice of dispute with respect to whether commissions are due and owing on product sales to certain of the Company’s customers which, if successful, could require payments ranging from $4,000 to $10,000, plus costs and expenses, together with additional commission payments on future sales, if any, to such customers. The Company does not believe these commissions are owed, and intends to vigorously oppose this claim, which may include legal proceedings. The Company has not accrued any amount as a component of accrued expense related to the notice of dispute as of December 31, 2020. Nok Nok Project Statement of Work In July 2021, CompoSecure’s wholly-owned subsidiary, Arculus Holdings, L.L.C., entered into a Project Statement of Work with Nok Nok Labs, Inc. (“ Nok Nok Under the Project Statement of Work, Nok Nok will provide a demonstration version ofNok Nok S3 authentication (SaaS) andproduct documentation, to Arculus branded applications, along with corresponding technology license rights. Arculus Holdings, L.L.C. has agreed to pay $250,000 for the Nok Nok software and services set forth in the Project Statement of Work. The term of the Project Statement of Work and the term of the license to the software and services provided thereunder will expire on December 31, 2022. | ||
ROMAN DBDR TECH ACQUISITION CORP. | |||
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On August 26, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,906,250 shares of Class B common stock (the “Founder Shares”). On October 26, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,581,250 Founder Shares which the Company cancelled, resulting in an aggregate of 6,325,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 536,000 Founder Shares were forfeited and 289,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 5,789,000 Founder Shares outstanding at December 31, 2020. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Administrative Support Agreement The Company entered into an agreement, commencing on November 6, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from August 21, 2020 (inception) through December 31, 2020, the Company incurred and paid $14,450 in fees for these services. Promissory Note - Related Party On August 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Note of $95,657 was repaid at the closing of the Initial Public Offering on November 10, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On August 26, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,906,250 shares of Class B common stock (the “Founder Shares”). On October 26, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,581,250 Founder Shares which the Company cancelled, resulting in an aggregate of 6,325,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 536,000 Founder Shares were forfeited and 289,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 5,789,000 Founder Shares outstanding at November 17, 2020. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one Administrative Support Agreement The Company entered into an agreement, commencing on November 6, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $10,200 and $50,200 in fees for these services Promissory Note — Related Party On August 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. As of September 30, 2021, there was no balance outstanding under the Note. The outstanding balance under the Note of $95,657 was repaid at the closing of the Initial Public Offering on November 10, 2020. Borrowings under the Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2021 and December 31, 2020 there were no amounts outstanding under the Working Capital Loans. Advance From Related Party On June 6, 2021, the Sponsor agreed to advance the Company $130,000 to pay for operating expenses. |
COMMITMENTS
COMMITMENTS | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS | 10. 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 2 for future minimum commitments under all non- cancelable operating leases. 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. During March 2021, the Company received from a third party a notice of dispute with respect to whether commissions are due and owing on product sales to certain of the Company’s customers which, if successful, could require payments ranging from $4,000 to $10,000, plus costs and expenses, together with additional commission payments on future sales, if any, to such customers. The Company does not believe these commissions are owed, and the parties have commenced arbitration proceedings to resolve this dispute. The Company has not accrued any amount as a component of accrued expense related to the dispute as of September 30, 2021. | 11. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 840. The Company expects to adopt the new guidance under ASC 842 effective January 1, 2021 (see Note 2). 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 5 10 Effective April l , 2012, the Company entered into a 10 five currently approximately $315 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 The Company has the option to extend the term for two Effective June 16, 2016, the Company entered into a 10 Future minimum commitments under all non-cancelable operating leases are as follows: Years Ending December 31, 2021 $ 1,252 2022 1,294 2023 1,298 2024 1,263 2025 1,302 Thereafter 1,193 Total $ 7,602 Rent expense, including real estate taxes and related costs, for the years ended December 31, 2020, 2019, and 2018 aggregated approximately $1,744, $1,683, and $1,614 respectively. 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 March 2021, the Company received a notice of dispute (see Note 12). | |
ROMAN DBDR TECH ACQUISITION CORP. | |||
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration and shareholder rights agreement entered into on November 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,104,600 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration and shareholder rights agreement entered into on November 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,104,600 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Merger Agreement On April 19, 2021, Roman DBDR Tech Acquisition Corp, a Delaware corporation (the “ Company Merger Agreement Merger Sub CompoSecure Member Representative The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein: (i) Merger Sub will merge with and into CompoSecure, with CompoSecure surviving as a wholly-owned subsidiary of the Company (the “ Merger Second A&R LLCA CompoSecure Unit Class B Common Stock Class A Common Stock Closing Following the Closing, the combined company will be organized in an “Up-C” structure and the Company will control CompoSecure as the managing member of CompoSecure in accordance with the terms of the Second A&R LLCA. Upon the Closing, it is anticipated that the Company will change its name to “CompoSecure, Inc.” The aggregate consideration to be paid to the holders of CompoSecure equity pursuant to the Merger Agreement is based on an equity value of CompoSecure of approximately $853 million and will consist of: (i) an amount of cash equal to (A) the amount of cash in the Company’s trust account established for the purpose of holding the net proceeds from its initial public offering and concurrent private placement of warrants (currently $236.2 million), net of any amounts paid to the Company’s shareholders that exercise their redemption rights in connection with the Merger (the “ Remaining Trust Cash plus PIPE Investments minus (ii) equity consideration valued at $10.00 per share in respect of the remaining portion of CompoSecure’s enterprise value after deducting the cash consideration in clause (i); plus (iii) the Earnout Consideration (as defined below), if payable. In addition to the consideration to be paid at Closing as described in (i) and (ii) above, CompoSecure equity holders will have the right to receive an aggregate of up to 7.5 million additional (i) shares of Class A Common Stock or (ii) CompoSecure 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 “ Earnout Consideration Concurrent with Closing, the Company will enter into a tax receivable agreement (the “ Tax Receivable Agreement Representations, Warranties and Covenants The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Merger Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of CompoSecure, the Company and their respective subsidiaries during the period between execution of the Merger Agreement and the Closing. The representations, warranties, agreements and covenants of the parties set forth in the Merger Agreement will terminate at the Closing, except for those covenants and agreements that, by their terms, contemplate performance after the Closing. Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to consummate the Merger. Conditions to Closing Under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation: (i) the approval and adoption of the Merger Agreement and transactions contemplated thereby by the requisite vote of the Company’s stockholders (the “ Company Stockholder Approval CompoSecure Member Approval HSR Act than $250 million; (ix) the amount of cash on hand at CompoSecure shall not be less than $5 million; and (x) the absence of a Company material adverse effect or a Material Adverse Effect with respect to CompoSecure. Termination The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including without limitation, (i) by mutual written consent of the Company and CompoSecure; (ii) by either the Company or CompoSecure if (a) the Closing has not occurred on or before December 31, 2021, which date may be extended to no later than January 31, 2022 if the expiration or termination of the applicable waiting period under the HSR Act remains pending, (b) if a Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law which permanently restrains, enjoins or otherwise prohibits the transaction, and (c) if the Company Stockholders’ Meeting (as defined in the Merger Agreement) has been held and the Company Stockholder Approval is not obtained; (iii) by the Company if neither it nor Merger Sub are in material breach of their obligations under the Merger Agreement and if (a) at any time any of the representations and warranties of CompoSecure become untrue or inaccurate or (b) there has been a breach on the part of CompoSecure of any of its covenants or agreements contained in the Merger Agreement, neither of which are cured and in either case such that such breach would have a material adverse effect; (iv) by CompoSecure if CompoSecure is not in material breach of its obligations under the Merger Agreement and if (a) at any time any of the representations and warranties of the Company and Merger Sub become untrue or inaccurate or (b) there has been a breach on the part of the Company or Merger Sub of any of its covenants or agreements contained in the Merger Agreement, neither of which are cured and in either case such that such breach would have a material adverse effect; or (vi) by the Company, if CompoSecure does not deliver written consent of the CompoSecure equity holders in accordance with the Merger Agreement on or prior to the applicable deadline. Voting Agreement In connection with the execution of the Merger Agreement, certain stockholders of the Company (the “ Company Stockholders CompoSecure Holders Voting Agreement Annex H Under the Voting Agreement, each Company Stockholder and CompoSecure Holder agreed to vote or cause to be voted their respective equity interests for and against certain matters, including to vote in favor of the Merger Agreement and the transactions related thereto and against any competing proposals or any matters that would reasonably be expected to impede the timely consummation of the Merger. Expense Cap and Waiver Agreement In connection with the execution of the Merger Agreement, the Company and Roman DBDR Tech Sponsor LLC, a Delaware limited liability company (the “ Sponsor Expense Cap and Waiver Agreement Common Stock Subscription Agreements In connection with the Merger, the Company entered into subscription agreements (the “ Common Stock Subscription Agreements Investors Subscriptions Exchangeable Note Subscription Agreements In connection with the Merger, CompoSecure entered into subscription agreements (the “ Note Subscription Agreements Note Investors Notes |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | 6. MEMBERS’ EQUITY On June 11, 2020, the Company implemented the holding company reorganization, which resulted in CompoSecure Holdings, L.L.C. owning all of the issued and outstanding units of Composecure L.L.C.. Consequently, CompoSecure, L.L.C. became a direct, wholly owned subsidiary of CompoSecure Holdings, L.L.C.. Each unit of each class of CompoSecure, L.L.C. units issued and outstanding immediately prior to the legal reorganization automatically converted into an equivalent corresponding units of CompoSecure Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C.. Effective May 11, 2015, pursuant to the terms of the Class B Unit Purchase Agreement and related agreements, Class A Unit holders (“Sellers”) created a new class of units, Class B units, and issued 66,000 units of such Class B to a group of investors led by LLR Equity Partners IV, L.P. with 55.2% of the Class B units. As a result of the May 11, 2015 recapitalization transaction, the Class B unit holders (“Purchasers”), collectively, became the majority owner of the Company holding an aggregate of 66,000 Class B units, representing 60% of the Company’s total issued and outstanding units. The Sellers, collectively, retained an aggregate of 44,000 Class A units, representing 40% of the Company’s total issued and outstanding units. The Company additionally set aside up to 12,222 of its Class C membership units for use as compensatory options. Refer to Note 7 for additional details regarding Class C units. Several of the Company’s employment agreements obligate the Company to make bonus payments to certain employees that were considered compensation although calculated based on a percent of the actual earn-out paid to the Sellers. Each holder of Class A and Class B units is entitled to one vote for each unit held. The holders of units are entitled to cash distributions, subject to certain restrictions in the debt agreement, in an amount that allows them to pay their current tax obligations that arise out of income being allocated to them due to the limited liability company pass-through company tax structure and, with respect to Class B Units, for payment of the earn-out obligation to the Sellers. Holders of Class C Profit Interests units have no voting rights except as required by law. | 7. MEMBERS’ EQUITY On June 11, 2020, the Company implemented the holding company reorganization, which resulted in CompoSecure Holdings, L.L.C. owning all of the issued and outstanding units of Composecure L.L.C.. Consequently, CompoSecure, L.L.C. became a direct, wholly owned subsidiary of CompoSecure Holdings, L.L.C.. Each unit of each class of CompoSecure, L.L.C. units issued and outstanding immediately prior to the legal reorganization automatically converted into an equivalent corresponding units of CompoSecure Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C.. Effective May 11, 2015, pursuant to the terms of the Class B Unit Purchase Agreement and related agreements, Class A Unit holders (“Sellers”) created a new class of units, Class B units, and issued 66,000 units of such Class B to a group of investors led by LLR Equity Partners IV, L.P. with 55.2% of the Class B units. As a result of the May 11, 2015 recapitalization transaction, the Class B unit holders (“Purchasers”), collectively, became the majority owner of the Company holding an aggregate of 66,000 Class B units, representing 60% of the Company’s total issued and outstanding units. The Sellers, collectively, retained an aggregate of 44,000 Class A units, representing 40% of the Company’s total issued and outstanding units. The Company additionally set aside up to 12,222 of its Class C membership units for use as compensatory options. Refer to Note 8 for additional details regarding Class C units. In accordance with the terms and conditions of the Repurchase Agreement, executed contemporaneously with the Purchase Agreement, during an earn-out period, the Sellers were eligible to earn additional cash consideration for the repurchase of units by the Company of up to fifty-four million dollars ($54,000) in the aggregate, payable by Class B unit holders (the “Purchasers”). The amounts to be paid were contingent upon EBITDA targets over a period of 3 years from the transaction date. As of December 31, 2019, the total amount paid out since the recapitalization transaction amounted to $54,000. Accordingly, as of December 31, 2019, this obligation was satisfied and no further amounts were due. In addition to the earn-out obligation of the Purchasers, several of the Company’s employment agreements obligate the Company to make bonus payments to certain employees that were considered compensation although calculated based on a percent of the actual earn-out paid to the Sellers. Each holder of Class A and Class B units is entitled to one vote for each unit held. The holders of units are entitled to cash distributions, subject to certain restrictions in the debt agreement, in an amount that allows them to pay their current tax obligations that arise out of income being allocated to them due to the limited liability company pass-through company tax structure and, with respect to Class B Units, for payment of the earn-out obligation to the Sellers. Holders of Class C Profit Interests units have no voting rights except as required by law. | |
ROMAN DBDR TECH ACQUISITION CORP. | |||
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY (Restated, see Note 2 - Amendment 2) Preferred Stock - The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2020, there were no shares of preferred stock issued or outstanding . Class A Common Stock - The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were 23,156,000 shares of Class A common stock issued and outstanding , which are subject to possible redemption and classified as temporary equity. Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANTS
WARRANTS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
WARRANTS | NOTE 9. WARRANTS Warrants - Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● ● ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. | NOTE 9. WARRANTS Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● ● ● ● three If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX
INCOME TAX | 4 Months Ended |
Dec. 31, 2020 | |
ROMAN DBDR TECH ACQUISITION CORP. | |
INCOME TAX | NOTE 10. INCOME TAX The Company’s net deferred tax liability at December 31, 2020 is as follows: December 31, 2020 Deferred tax asset (liability) Organizational/Start-up costs $ 24,416 Net operating loss carryforward 10,449 Unrealized gain on marketable securities (193) Total deferred tax assets, net 34,672 Valuation Allowance (34,672) Deferred tax liability, net of valuation allowance $ — The income tax provision for the period from August 21, 2020 (inception) through December 31, 2020 consists of the following: December 31, 2020 Federal Current $ — Deferred (34,672) State and Local Current — Deferred — Change in valuation allowance 34,672 Income tax provision $ — As of December 31, 2020, the Company had $49,757 U.S. federal net operating loss carryover available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from , the change in the valuation allowance was $34,672 . A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % Warrant issuance costs (2.8) % Expenses related to warrants (2.6) % Change in fair value of warrant liability (15.0) % Change in valuation allowance (0.6) % Income tax provision (0.0) % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open to examination by the taxing authorities. |
FAIR VALUE MEASUREMENTS (Restat
FAIR VALUE MEASUREMENTS (Restated) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
FAIR VALUE MEASUREMENTS (Restated) | NOTE 11. FAIR VALUE MEASUREMENTS (Restated) 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, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2020, assets held in the Trust Account were comprised of $939 of cash and $236,214,150 of money market funds, which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2020, the company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2020 Assets: Marketable securities held in Trust Account 1 $ 236,215,089 Liabilities: Warrant Liability – Public Warrants 1 14,125,160 Warrant Liability – Private Placement Warrants 3 13,330,002 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 are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on November 5, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement (which includes valuation for the over-allotment exercise on November 17, 2020) and for subsequent measurement (Private Placement Warrants only): November 5, 2020 December 31, (Initial 2020 (Subsequent Input Measurement) Measurement) Risk-free interest rate 0.36 % 0.37 % Expected term (years) 5 5.05 Expected volatility 20.0 % 18.5 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.48 $ 10.11 On November 5, 2020 (after including the impact of the underwriters partial exercise of their overallotment option on November 17, 2020), the Private Placement Warrants were determined to have a value of $1.06 per warrant and the Public Warrants were determined to be $1.05 per warrant for aggregate values of $11.5 million and $12.2 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 21, 2020 $ — $ — $ — Initial measurement on November 5, 2020 11,487,644 12,156,900 23,644,544 Change in valuation inputs or other assumptions 1,842,358 1,968,260 3,810,618 Fair value as of December 31, 2020 $ 13,330,002 $ 14,125,160 $ 27,455,162 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $12,156,900 during the period from November 5, 2020 through December 31, 2020 | NOTE 10. FAIR VALUE MEASUREMENTS 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, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $236,289,574 of money market funds, which are primarily invested in U.S. Treasury securities. Company did not withdraw any interest income from the Trust Account. At September 30, 2021, there were 11,578,000 Public Warrants and 10,837,400 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account 1 $ 236,289,574 $ 236,215,089 Liabilities: Warrant Liability - Public Warrants 1 18,640,580 14,125,160 Warrant Liability - Private Placement Warrants 3 18,098,458 13,330,002 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Initial Measurement The Company established the initial fair value for the Warrants on November 5, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement (which includes valuation for the over-allotment exercise on November 17, 2020) and for subsequent measurement (Private Placement Warrants only): November 5, December 31, September 30, 2021 2020 (Initial 2020 (Subsequent (Subsequent Input Measurement) Measurement) Measurement) Risk-free interest rate 0.36 % 0.37 % 1.02 % Expected term (years) 5.00 5.05 5.21 Expected volatility 20.0 % 18.5 % 21.6 % Exercise price $ 11.50 $ 11.50 $ 11.50 Fair value of Units $ 9.48 $ 10.11 $ 1.61 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at September 30, 2021 are as follows: Fair Value measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 236,289,574 $ — $ — $ 236,289,574 Warrant Derivative Liability: Public Warrants $ 18,640,580 $ — $ — $ 18,640,580 Private Placement Warrants — — 18,098,458 18,098,458 Total Warrant Derivative Liability $ 18,640,580 $ — $ 18,098,458 $ 36,739,038 Fair Value measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 236,215,089 $ — $ — $ 236,215,089 Warrant Derivative Liability: Public Warrants $ 14,125,160 $ — $ — $ 14,125,160 Private Placement Warrants — — 13,330,002 13,330,002 Total Warrant Derivative Liability $ 14,125,160 $ — $ 13,330,002 $ 27,455,162 There were no transfers into or out The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 21, 2020 $ — $ — $ — Initial measurement on November 6, 2020 11,487,644 12,156,900 23,644,544 Change in valuation inputs or other assumptions 1,842,358 1,968,260 3,810,618 Fair value as of December 31, 2020 $ 13,330,002 $ 14,125,160 $ 27,455,162 Change in valuation inputs or other assumptions 9,753,660 9,841,300 19,594,960 Fair value as of September 30, 2021 $ 18,098,458 $ 18,640,580 $ 36,739,038 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS The Company completed an evaluation of the impact of any subsequent events through the date the consolidated financial statements were available to issued and determined no required disclosure in the consolidated financial statements. | 13. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after the consolidated balance sheet date of December 31, 2020 through May 27, 2021, the date these consolidated financial statements were available to be issued. On April 19, 2021, CompoSecure entered into a merger agreement with Roman DBDR Tech Acquisition Corp (“Roman”), a Delaware corporation to merge, subject to the terms and conditions set in the agreement. Roman, a special purpose acquisition company, announced that CompoSecure and Roman had entered into a definitive merger agreement. Upon Closing of the transaction, the combined company will operate as CompoSecure, Inc. and will trade on the Nasdaq stock market. | |
ROMAN DBDR TECH ACQUISITION CORP. | |||
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The Financial Statements presented in this Quarterly Report are unaudited; however, in the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited interim condensed consolidated financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The unaudited interim condensed consolidated financial statements presented herein do not contain the required disclosures under GAAP for annual financial statements and should be read in conjunction with the annual audited financial statements and related notes of the Company as of and for the year ended December 31, 2020. Due to the global outbreak of the COVID-19 pandemic, the Company had been taking a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The global outbreak of the COVID-19 pandemic continue to rapidly evolve. The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. | |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. 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 certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to. Significant areas requiring management to make estimates include the valuation of equity instruments. See Note 7 for further discussion of the nature of these assumptions and conditions. | 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. See Note 8 for further discussion of the nature of these assumptions and conditions. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature. | |
Income Taxes | Income Taxes The Company is treated as a partnership and is not a tax paying entity for federal and state income tax purposes. The Company’s earnings and losses are included in the tax returns of the members. As such, no provisions were made for federal or state income taxes for the years ended December 31, 2020, 2019, and 2018. Federal, state and local income tax returns for years prior to 2017 longer subject to examination by tax authorities. | ||
Concentration of Credit Risk | 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 via Dun and Bradestreet credit monitoring service, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. Based on these measures, 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. | 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. | |
Recent Accounting Standards | Recent Accounting Pronouncements — Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new lease guidance effective January 1, 2021 using the modified retrospective transition approach , applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The Company elected the package of practical expedients which permits to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change the Company’s previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of ROU assets of $6,298 and lease liabilities of $6,875. The difference between the ROU assets and the lease liabilities is primarily due to unamortized lease incentive and deferred rent related to the Company’s operating leases at December 31, 2020. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized its incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2021 adoption date. The Company utilized a synthetic credit rating model including fundamental analysis per S&P Global Market Intelligence. The Company then utilized the Bloomberg BVAL Pricing Source to determine the option- adjusted spread and added the United States Treasury Constant Maturity for the applicable terms to determine the term structure of the IBR. Based on these calculations, the Company determined applicable discount rates for various points along the yield curve as of January 1, 2021. As a reasonableness check for the yield curve, the Company considered its revolving credit agreement amendment on November 5, 2020, which extended the term of the agreement through November 5, 2023. The base interest rate on the loan was calculated as LIBOR plus 300 bps which approximates 3.14%. This rate was generally consistent with the yield curve derived, thus the Company determined that the yield curve was appropriate for determining the discount rates for its leases. The Company then interpolated the discount rates in the yield curve to determine the discount rate for each of its existing leases at January 1, 2021. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred, if any. The Company’s lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 5 years, some of which include options to extend the lease term for up to 3 years. The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, the Company will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease. Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. The Company recognizes lease expense for these leases on a straight- line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion. Effective April l , 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 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 $315 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 in 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 has exercised both renewal options with last one exercised in 2020. The base rent is currently approximately $89 per year, which reflects an annual 3% escalation factor. Effective June 16, 2016, the Company entered into a 10-year lease for a new facility. The lease contains escalating rental payments and terminates on September 30, 2026. The agreement also provides for a renewal option at a fixed rate. The base rent is currently approximately $801 per year, which reflects an annual 3% escalation factor. The Company’s leases have remaining lease terms of 1 to 5 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 the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021. ROU assets and lease liabilities related to our operating leases are as follows: Balance Sheet Classification September 30,2021 Right-of-use assets Right of use assets $ 5,511 Current lease liabilities Current portion of lease liabilities 1,105 Non-current lease liabilities Non-current portion of lease liabilities 4,995 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). The components of lease costs were as follows: Nine-month period ended September 30, 2021 Operating lease cost $ 979 Variable lease cost 322 Total lease cost $ 1,301 Future minimum commitments under all non-cancelable operating leases are as follows: 2021 (excluding the nine months ended September 30, 2021) $ 319 2022 1,294 2023 1,298 2024 1,263 2025 1,302 2026 1,096 Later years 97 Total lease payments 6,668 Less: Imputed interest 569 Present value of lease liabilities $ 6,100 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Nine-month period ended September 30, 2021 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 954 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ — Recent Accounting Pronouncements — Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 can be adopted as of March 12, 2020 and are effective through December 31, 2022. However, it cannot be applied to contract modifications that occur after December 31, 2022. The London Interbank Offered Rate (LIBOR) is expected to be phased out at the end 2021. We do not currently have any contracts that have been changed to a new reference rate, but we will continue to evaluate our contracts and the effects of this standard on our consolidated financial statements prior to adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. | Recent Accounting Pronouncements — Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The ASU is effective for the Company on January 1, 2021 and the Company expects to adopt the new lease guidance on the effective date using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company does not expect to elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. While the Company continues to assess all of the effects of adoption, the Company believes the most significant effects relate to 1) the recognition of new ROU assets and lease liabilities on its balance sheet for its real estate operating leases and 2) providing significant new disclosures for its leasing activities. The Company also currently expects to elect the practical expedient not to separate lease and non-lease components for all of its leases. The Company expects to record the new ROU assets and the lease liabilities ranging from approximately $6,000 to $7,000 on the balance sheet as of January 1, 2121. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. | |
ROMAN DBDR TECH ACQUISITION CORP. | |||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 29, 2021 and as amended . The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for period ended December 31, 2021 or for any future periods. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities. | Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. | |
Warrant Liability (Restated) | Warrant Liability (Restated) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F 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 and adjust 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 our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. | ||
Offering Costs | Offering Costs (Restated, see Note 2 – Amendment 2) The company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriting, legal, regulatory filing, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The offering costs relate to the Class A Common Stock and Distributable Redeemable Warrants which comprised the Unit offered as part of the Initial Public Offering. Those costs were allocated on a relative fair value basis with the portion of the offering costs allocated to the Distributable Redeemable Warrants being charged to expense and the portion of the offering costs assigned to the Public Shares initially being charged against temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $13,206,613, which consists of $4,631,200 of upfront underwriting fees, $8,104,600 of deferred underwriting fees (further discussed in Note 6) and $470,813 of other offering costs, of which $714,710 was charged to expense and $12,491,903 was charged to temporary equity. | ||
Income Taxes | 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. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. | 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. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Net Income (Loss) per Common Share | Net Loss Per Common Share (Restated, see Note 2 - Amendment 1) Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement warrants to purchase an aggregate of 22,415,400 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable shares of common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from August 21, 2020 (inception) Through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 22,970 Unrealized gain on marketable securities held in Trust Account 919 Less: interest available to be withdrawn for payment of taxes (23,889) Net Income $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 19,525,316 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Loss $ (5,340,678) Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (5,340,678) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock, 7,018,311 Basic and diluted net loss per share, Non-Redeemable $ (0.76) Net Income (Loss) per Common Share (Restated, see Note 2 - Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 21, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (4,136,863) $ (1,203,815) Denominator: Basic and diluted weighted average shares outstanding 19,250,109 5,601,728 Basic and diluted net loss per common stock $ (0.21) $ (0.21) | Net Loss Per Common Share Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,415,400 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from August 21, Three Months Ended Nine Months Ended 2020 (Inception) Through September 30, 2021 September 30, 2021 September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net income (loss), as adjusted $ 140,438 $ 36,473 $ (9,960,630) $ (2,586,899) $ — $ — Denominator: Basic and diluted weighted average shares outstanding 22,290,037 5,789,000 22,290,037 5,789,000 — — Basic and diluted net income (loss) per common stock $ 0.01 $ 0.01 $ (0.45) $ (0.45) $ — $ — | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum of $250,000. The Company has not experienced losses on this account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum of $250,000. The Company has not experienced losses on this account. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature. | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
Summarizes the effect of the correction on each financial statement line item | As Previously As Restated Adjustments Restated Balance sheet as of November 10, 2020 (audited) Warrant Liability $ — $ 22,547,500 $ 22,547,500 Class A Common Stock Subject to Possible Redemption 212,828,471 (22,547,500) 190,280,971 Class A Common Stock 113 222 335 Additional Paid-in Capital 4,999,970 1,303,608 6,303,578 Accumulated Deficit (712) (1,303,830) (1,304,542) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 27,455,162 $ 27,455,162 Class A Common Stock Subject to Possible Redemption 224,050,680 (27,455,162) 195,595,518 Common Stock 119 270 389 Additional Paid-in Capital 5,164,409 5,175,301 10,339,710 Accumulated Deficit (165,106) (5,175,571) (5,340,677) Stockholders’ Equity 5,000,001 4 5,000,005 Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (4,460,862) $ (4,460,862) Transaction costs associated with Initial Public Offering — (714,710) (714,710) Net loss (165,106) (5,175,572) (5,340,678) Weighted average shares outstanding, Common stock subject to possible redemption 21,828,647 (2,303,331) 19,525,316 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Common stock 6,078,552 939,759 7,018,311 Basic and diluted net loss per share, Common stock (0.03) (0.73) (0.76) Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 (audited) Net loss $ (165,106) $ (5,175,572) $ (5,340,678) Change in fair value of warrant liability — (4,460,862) (4,460,862) Transaction costs associated with Initial Public Offering — (714,710) (714,710) Initial classification of Class A common stock subject to possible redemption 224,215,068 (23,644,544) 200,570,524 Change in value of Class A common stock subject to possible redemption (164,388) (3,810,618) (3,975,006) As Previously As Restated Adjustment Restated Balance Sheet as of November 10, 2020 (audited) Common stock subject to possible redemption $ 190,280,971 $ 34,119,029 $ 224,400,000 Common stock $ 335 $ (335) $ — Additional paid-in capital $ 6,303,578 $ (6,303,578) $ — Accumulated deficit $ (1,304,542) $ (27,815,116) $ (29,119,658) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (34,119,029) $ (29,119,025) Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 196,595,514 $ 39,595,686 $ 236,191,200 Common stock $ 389 $ (389) $ — Additional paid-in capital $ 10,339,715 $ (10,339,715) $ — Accumulated deficit $ (5,340,678) $ (29,255,581) $ (34,596,259) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (39,595,684) $ (34,595,681) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited) Sale of 23,156,000 Units, net of underwriting discounts and offering expenses 206,911,197 (206,911,197) — Common stock subject to redemption 196,595,514 (196,595,514) — Accretion for Class A common stock to redemption amount — (29,279,949) (29,279,949) Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 224,215,068 11,976,132 236,191,200 As Previously As Restated Adjustment Restated Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock 21,828,647 (2,578,538) 19,250,109 Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock 6,078,552 (476,824) 5,601,728 Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock $ (0.88) $ 0.67 $ (0.21) | As Previously Reported Adjustment As Restated Balance Sheet as of November 10, 2020 (audited) Common stock subject to possible redemption $ 190,280,971 $ 34,119,029 $ 224,400,000 Common stock $ 335 $ (335) $ — Additional paid-in capital $ 6,303,578 $ (6,303,578) $ — Accumulated deficit $ (1,304,542) $ (27,815,116) $ (29,119,658) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (34,119,029) $ (29,119,025) Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 196,595,514 $ 39,595,686 $ 236,191,200 Common stock $ 389 $ (389) $ — Additional paid-in capital $ 10,339,715 $ (10,339,715) $ — Accumulated deficit $ (5,340,678) $ (29,255,581) $ (34,596,259) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (39,595,684) $ (34,595,681) Balance Sheet as of March 31, 2021 (Unaudited) Common stock subject to possible redemption $ 205,526,716 (30,664,484) 236,191,200 Common Stock $ 301 (301) — Additional paid-in capital $ 1,408,601 (1,408,601) — Accumulated deficit $ 3,590,522 (29,255,581) (25,665,059) Total Stockholders’ Equity (Deficit) $ 5,000,003 (30,664,483) (25,664,480) Balance Sheet as of June 30, 2021 (Unaudited) Common stock subject to possible redemption $ 183,871,069 52,320,131 236,191,200 Common Stock $ 513 (513) — Additional paid-in capital $ 23,064,036 (23,064,036) — Accumulated deficit $ (18,065,118) (29,255,581) (47,320,699) Total Stockholders’ Equity (Deficit) $ 5,000,010 (52,320,131) (47,320,121) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited) Sale of 23,156,000 Units, net of underwriting discounts and offering expenses 206,911,197 (206,911,197) — Common stock subject to redemption 196,595,514 (196,595,514) — Accretion for Class A common stock to redemption amount — (29,279,949) (29,279,949) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) Accretion for Class A common stock to redemption amount — — — Total Stockholders’ Equity (Deficit) (34,595,681) 8,931,200 (25,664,481) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of common stock subject to redemption 21,655,640 (21,655,640) — Accretion for Class A common stock to redemption amount — — — Total Stockholders’ Equity (Deficit) (25,664,481) (21,655,640) (47,320,121) Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 224,215,068 11,976,132 236,191,200 Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption — — — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 8,931,202 (8,931,202) — As Previously As Reported Adjustment Restated Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Basic diluted weighted 21,828,647 (2,578,538) 19,250,109 Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock $ — $ — $ — Basic diluted weighted 6,078,552 (476,824) 5,601,728 Basic diluted net $ (0.88) $ (0.08) $ (0.96) Statement of Operations for the Three Months Ended March 31, 2021 Basic diluted weighted 20,149,678 2,231,858 22,381,536 Basic and diluted net $ — $ 0.32 $ 0.32 Basic diluted weighted 9,670,930 (3,881,930) 5,789,000 Statement of Operations for the Three Months Ended June 30, 2021 Basic diluted weighted 20,149,678 2,231,858 22,381,536 Basic and diluted net $ — $ (0.77) $ (0.77) Basic diluted weighted 8,795,322 (3,006,322) 5,789,000 Basic diluted net $ (2.46) $ 1.69 $ (0.77) Statement of Operations for the Six Months Ended June 30, 2021 Basic diluted weighted 19,714,293 2,667,243 22,381,536 Basic and diluted net $ — $ (0.45) $ (0.45) Basic diluted weighted 9,230,707 (3,441,707) 5,789,000 Basic diluted net $ (1.38) $ 0.93 $ (0.45) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - ROMAN DBDR TECH ACQUISITION CORP. | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Schedule of reconciliation of Class A common stocks reflected in the balance sheets | At December 31, 2020, the common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 231,560,000 Less: Proceeds allocated to Public Warrants $ (12,156,900) Class A common stocks issuance costs $ (12,491,903) Plus: Accretion of carrying value to redemption value $ 29,280,003 Class A common stocks subject to possible redemption $ 236,191,200 | At September 30, 2021 and December 31, 2020, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 231,560,000 Less: Proceeds allocated to Public Warrants $ (12,156,900) Class A common stocks issuance costs $ (12,491,903) Plus: Accretion of carrying value to redemption value $ 29,280,003 Class A common stocks subject to possible redemption $ 236,191,200 |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from August 21, 2020 (inception) Through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 22,970 Unrealized gain on marketable securities held in Trust Account 919 Less: interest available to be withdrawn for payment of taxes (23,889) Net Income $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 19,525,316 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Loss $ (5,340,678) Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (5,340,678) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock, 7,018,311 Basic and diluted net loss per share, Non-Redeemable $ (0.76) The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 21, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (4,136,863) $ (1,203,815) Denominator: Basic and diluted weighted average shares outstanding 19,250,109 5,601,728 Basic and diluted net loss per common stock $ (0.21) $ (0.21) | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from August 21, Three Months Ended Nine Months Ended 2020 (Inception) Through September 30, 2021 September 30, 2021 September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net income (loss), as adjusted $ 140,438 $ 36,473 $ (9,960,630) $ (2,586,899) $ — $ — Denominator: Basic and diluted weighted average shares outstanding 22,290,037 5,789,000 22,290,037 5,789,000 — — Basic and diluted net income (loss) per common stock $ 0.01 $ 0.01 $ (0.45) $ (0.45) $ — $ — |
INCOME TAX (Tables)
INCOME TAX (Tables) - ROMAN DBDR TECH ACQUISITION CORP. | 4 Months Ended |
Dec. 31, 2020 | |
Schedule of net deferred tax liability | December 31, 2020 Deferred tax asset (liability) Organizational/Start-up costs $ 24,416 Net operating loss carryforward 10,449 Unrealized gain on marketable securities (193) Total deferred tax assets, net 34,672 Valuation Allowance (34,672) Deferred tax liability, net of valuation allowance $ — |
Schedule of income tax provision | December 31, 2020 Federal Current $ — Deferred (34,672) State and Local Current — Deferred — Change in valuation allowance 34,672 Income tax provision $ — |
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate | December 31, 2020 Statutory federal income tax rate 21.0 % Warrant issuance costs (2.8) % Expenses related to warrants (2.6) % Change in fair value of warrant liability (15.0) % Change in valuation allowance (0.6) % Income tax provision (0.0) % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) - ROMAN DBDR TECH ACQUISITION CORP. | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Debt Securities, Held-to-maturity [Table Text Block] | Fair Value measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 236,289,574 $ — $ — $ 236,289,574 Warrant Derivative Liability: Public Warrants $ 18,640,580 $ — $ — $ 18,640,580 Private Placement Warrants — — 18,098,458 18,098,458 Total Warrant Derivative Liability $ 18,640,580 $ — $ 18,098,458 $ 36,739,038 Fair Value measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 236,215,089 $ — $ — $ 236,215,089 Warrant Derivative Liability: Public Warrants $ 14,125,160 $ — $ — $ 14,125,160 Private Placement Warrants — — 13,330,002 13,330,002 Total Warrant Derivative Liability $ 14,125,160 $ — $ 13,330,002 $ 27,455,162 | |
Schedule of company's assets that are measured at fair value on a recurring basis | December 31, Description Level 2020 Assets: Marketable securities held in Trust Account 1 $ 236,215,089 Liabilities: Warrant Liability – Public Warrants 1 14,125,160 Warrant Liability – Private Placement Warrants 3 13,330,002 | September 30, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account 1 $ 236,289,574 $ 236,215,089 Liabilities: Warrant Liability - Public Warrants 1 18,640,580 14,125,160 Warrant Liability - Private Placement Warrants 3 18,098,458 13,330,002 |
Schedule of significant inputs to the Monte Carlo Simulation for the fair value | November 5, 2020 December 31, (Initial 2020 (Subsequent Input Measurement) Measurement) Risk-free interest rate 0.36 % 0.37 % Expected term (years) 5 5.05 Expected volatility 20.0 % 18.5 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.48 $ 10.11 | November 5, December 31, September 30, 2021 2020 (Initial 2020 (Subsequent (Subsequent Input Measurement) Measurement) Measurement) Risk-free interest rate 0.36 % 0.37 % 1.02 % Expected term (years) 5.00 5.05 5.21 Expected volatility 20.0 % 18.5 % 21.6 % Exercise price $ 11.50 $ 11.50 $ 11.50 Fair value of Units $ 9.48 $ 10.11 $ 1.61 |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of August 21, 2020 $ — $ — $ — Initial measurement on November 5, 2020 11,487,644 12,156,900 23,644,544 Change in valuation inputs or other assumptions 1,842,358 1,968,260 3,810,618 Fair value as of December 31, 2020 $ 13,330,002 $ 14,125,160 $ 27,455,162 | Private Placement Public Warrant Liabilities Fair value as of August 21, 2020 $ — $ — $ — Initial measurement on November 6, 2020 11,487,644 12,156,900 23,644,544 Change in valuation inputs or other assumptions 1,842,358 1,968,260 3,810,618 Fair value as of December 31, 2020 $ 13,330,002 $ 14,125,160 $ 27,455,162 Change in valuation inputs or other assumptions 9,753,660 9,841,300 19,594,960 Fair value as of September 30, 2021 $ 18,098,458 $ 18,640,580 $ 36,739,038 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Jun. 06, 2021USD ($) | Nov. 17, 2020USD ($)$ / sharesshares | Nov. 12, 2020USD ($)$ / sharesshares | Nov. 10, 2020USD ($)$ / sharesshares | Nov. 05, 2020USD ($)$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Dec. 31, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Cash and Cash Equivalents, at Carrying Value | $ 13,422,000 | $ 12,236,000 | $ 26,728,000 | ||||||
ROMAN DBDR TECH ACQUISITION CORP. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of units issued | shares | 23,156,000 | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 10.20 | ||||||||
Proceeds from sale of Private Warrants | $ 10,837,400 | ||||||||
Gross proceeds | $ 12,022,400 | ||||||||
Transaction Costs | 13,206,613 | ||||||||
Underwriting fees | 4,631,200 | ||||||||
Deferred underwriting payable | 8,104,600 | ||||||||
Other offering costs | 470,813 | ||||||||
Cash and Cash Equivalents, at Carrying Value | 603,615 | 15,158 | |||||||
Payments for investment of cash in Trust Account | $ 236,191,200 | ||||||||
Condition for future business combination use of proceeds percentage | 80 | ||||||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | ||||||||
Redemption limit percentage without prior consent | 15 | ||||||||
Maximum Allowed Dissolution Expenses | $ 100,000 | ||||||||
Advance from sponsor | $ 130,000 | $ 13,217 | $ 95,657 | ||||||
Private Placement Warrants | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of units issued | shares | 1,156,000 | 1,156,000 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | |||||||
Proceeds From Sale Of Units | $ 462,400 | ||||||||
Sale of Private Placement Warrants (in shares) | shares | 10,375,000 | ||||||||
Price of warrant | $ / shares | $ 1 | $ 1.06 | $ 1 | ||||||
Proceeds from sale of Private Warrants | $ 10,375,000 | ||||||||
Gross proceeds | $ 11,500,000 | ||||||||
Investment Of Proceeds In Trust Account | $ 11,791,200 | ||||||||
Aggregate Proceeds Held In The Trust Account | $ 236,191,200 | 236,191,200 | |||||||
Public Warrants | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Price of warrant | $ / shares | $ 1.05 | ||||||||
Gross proceeds | $ 12,200,000 | ||||||||
Initial Public Offering | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of units issued | shares | 22,000,000 | 22,000,000 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | |||||||
Proceeds From Sale Of Units | $ 220,000,000 | ||||||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | ||||||||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | ||||||||
Private Placement | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 10.20 | ||||||||
Payments for investment of cash in Trust Account | $ 224,400,000 | ||||||||
Private Placement | Private Placement Warrants | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of units issued | shares | 10,375,000 | ||||||||
Proceeds From Sale Of Units | $ 10,375,000 | ||||||||
Sale of Private Placement Warrants (in shares) | shares | 10,375,000 | ||||||||
Proceeds from sale of Private Warrants | $ 10,375,000 | $ 10,375,000 | |||||||
Private Placement | Public Warrants | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Price of warrant | $ / shares | $ 1 | ||||||||
Over-allotment | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of units issued | shares | 1,156,000 | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||||||
Over-allotment | Private Placement Warrants | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Private Placement Warrants (in shares) | shares | 462,400 | ||||||||
Proceeds from sale of Private Warrants | $ 462,400 | $ 12,022,400 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | Nov. 17, 2020 | Nov. 12, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2021 | Nov. 10, 2020 | Aug. 20, 2020 |
Statement of Operations | |||||||||||||||||
Net loss | $ 63,396,000 | $ 74,890,000 | $ 77,816,000 | $ 81,473,000 | $ 51,987,000 | ||||||||||||
Cash Flow Statement | |||||||||||||||||
Net loss | 63,396,000 | 74,890,000 | 77,816,000 | $ 81,473,000 | $ 51,987,000 | ||||||||||||
ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Minimum Percentage Condition To Be Held In The Event Of A Tender Offer Or Exchange Offer | 50.00% | ||||||||||||||||
Minimum net tangible assets | $ 5,000,001 | 5,000,001 | $ 5,000,001 | ||||||||||||||
Balance Sheet | |||||||||||||||||
Derivative Liability | $ 27,455,162 | $ 27,455,162 | 27,455,162 | ||||||||||||||
Class A Common Stock Subject to Possible Redemption | 236,191,200 | $ 236,191,200 | $ 236,191,200 | 236,191,200 | 236,191,200 | $ 236,191,200 | 236,191,200 | 236,191,200 | 236,191,200 | $ 224,400,000 | |||||||
Additional Paid-in Capital | 0 | 0 | 0 | ||||||||||||||
Accumulated deficit | (47,143,789) | (47,320,699) | (25,665,059) | (34,596,260) | (34,596,260) | (47,320,699) | (47,143,789) | (34,596,260) | (47,143,789) | (29,119,658) | |||||||
Stockholders' Equity | $ 24,283 | (47,143,210) | (47,320,121) | (25,664,481) | (34,595,681) | (34,595,681) | (47,320,121) | (47,143,210) | $ 24,283 | (34,595,681) | (47,143,210) | (29,119,025) | $ 0 | ||||
Statement of Operations | |||||||||||||||||
Change in fair value of warrant liability | (9,283,876) | ||||||||||||||||
Transaction costs associated with Initial Public Offering | (714,710) | ||||||||||||||||
Net loss | (717) | $ (5,340,678) | (12,547,529) | ||||||||||||||
Basis weighted average shares outstanding, Common stock | 5,601,728 | ||||||||||||||||
Diluted weighted average shares outstanding, Common stock | 5,601,728 | ||||||||||||||||
Basic net loss per share, Common stock | $ (0.21) | ||||||||||||||||
Diluted net loss per share, Common stock | $ (0.21) | ||||||||||||||||
Statement of Changes in Stockholders' Equity (Deficit) | |||||||||||||||||
Number of units issued | 23,156,000 | ||||||||||||||||
Accretion of carrying value to redemption value | $ (29,279,949) | 29,280,003 | |||||||||||||||
Cash Flow Statement | |||||||||||||||||
Net loss | $ (717) | (5,340,678) | (12,547,529) | ||||||||||||||
Change in fair value of warrant liability | (9,283,876) | ||||||||||||||||
Transaction costs associated with Initial Public Offering | (714,710) | ||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | 236,191,200 | ||||||||||||||||
As Previously Reported | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | 183,871,069 | 205,526,716 | 196,595,514 | 196,595,514 | 183,871,069 | 196,595,514 | 190,280,971 | ||||||||||
Common Stock | 513 | 301 | 389 | 389 | 513 | 389 | 335 | ||||||||||
Additional Paid-in Capital | 23,064,036 | 1,408,601 | 10,339,715 | 10,339,715 | 23,064,036 | 10,339,715 | 6,303,578 | ||||||||||
Accumulated deficit | (18,065,118) | 3,590,522 | (18,065,118) | (1,304,542) | |||||||||||||
Stockholders' Equity | 5,000,010 | 5,000,003 | 5,000,005 | 5,000,005 | 5,000,010 | 5,000,005 | 5,000,004 | ||||||||||
As Previously Reported | Restatement of warrants as derivative liabilities | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | 224,050,680 | 224,050,680 | 224,050,680 | 212,828,471 | |||||||||||||
Common Stock | 119 | 119 | 119 | 113 | |||||||||||||
Additional Paid-in Capital | 5,164,409 | 5,164,409 | 5,164,409 | 4,999,970 | |||||||||||||
Accumulated deficit | (165,106) | (165,106) | (165,106) | (712) | |||||||||||||
Stockholders' Equity | 5,000,001 | 5,000,001 | 5,000,001 | ||||||||||||||
Statement of Operations | |||||||||||||||||
Net loss | $ (165,106) | ||||||||||||||||
Basis weighted average shares outstanding, Common stock | 6,078,552 | ||||||||||||||||
Diluted weighted average shares outstanding, Common stock | 6,078,552 | ||||||||||||||||
Basic net loss per share, Common stock | $ (0.03) | ||||||||||||||||
Diluted net loss per share, Common stock | $ (0.03) | ||||||||||||||||
Cash Flow Statement | |||||||||||||||||
Net loss | $ (165,106) | ||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | 224,215,068 | ||||||||||||||||
Change in value of Class A common stock subject to possible redemption | (164,388) | ||||||||||||||||
Adjustments | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | 52,320,131 | (30,664,484) | 39,595,686 | 39,595,686 | 52,320,131 | 39,595,686 | 34,119,029 | ||||||||||
Common Stock | (513) | (301) | (389) | (389) | (513) | (389) | (335) | ||||||||||
Additional Paid-in Capital | (23,064,036) | (1,408,601) | (10,339,715) | (10,339,715) | (23,064,036) | (10,339,715) | (6,303,578) | ||||||||||
Accumulated deficit | (29,255,581) | (29,255,581) | (29,255,581) | (27,815,116) | |||||||||||||
Stockholders' Equity | $ (52,320,131) | $ (30,664,483) | (39,595,684) | (39,595,684) | $ (52,320,131) | (39,595,684) | (34,119,029) | ||||||||||
Statement of Changes in Stockholders' Equity (Deficit) | |||||||||||||||||
Accretion of carrying value to redemption value | (29,279,949) | ||||||||||||||||
Adjustments | Restatement of warrants as derivative liabilities | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Derivative Liability | 27,455,162 | 27,455,162 | 27,455,162 | 22,547,500 | |||||||||||||
Class A Common Stock Subject to Possible Redemption | (27,455,162) | (27,455,162) | (27,455,162) | (22,547,500) | |||||||||||||
Common Stock | 270 | 270 | 270 | 222 | |||||||||||||
Additional Paid-in Capital | 5,175,301 | 5,175,301 | 5,175,301 | 1,303,608 | |||||||||||||
Accumulated deficit | (5,175,571) | (5,175,571) | (5,175,571) | (1,303,830) | |||||||||||||
Stockholders' Equity | 4 | 4 | 4 | ||||||||||||||
Statement of Operations | |||||||||||||||||
Change in fair value of warrant liability | (4,460,862) | ||||||||||||||||
Transaction costs associated with Initial Public Offering | (714,710) | ||||||||||||||||
Net loss | $ (5,175,572) | ||||||||||||||||
Basis weighted average shares outstanding, Common stock | 939,759 | ||||||||||||||||
Diluted weighted average shares outstanding, Common stock | 939,759 | ||||||||||||||||
Basic net loss per share, Common stock | $ (0.73) | ||||||||||||||||
Diluted net loss per share, Common stock | $ (0.73) | ||||||||||||||||
Cash Flow Statement | |||||||||||||||||
Net loss | $ (5,175,572) | ||||||||||||||||
Change in fair value of warrant liability | (4,460,862) | ||||||||||||||||
Transaction costs associated with Initial Public Offering | (714,710) | ||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | (23,644,544) | ||||||||||||||||
Change in value of Class A common stock subject to possible redemption | (3,810,618) | ||||||||||||||||
As Restated | Restatement of warrants as derivative liabilities | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Derivative Liability | 27,455,162 | 27,455,162 | 27,455,162 | 22,547,500 | |||||||||||||
Class A Common Stock Subject to Possible Redemption | 195,595,518 | 195,595,518 | 195,595,518 | 190,280,971 | |||||||||||||
Common Stock | 389 | 389 | 389 | 335 | |||||||||||||
Additional Paid-in Capital | 10,339,710 | 10,339,710 | 10,339,710 | 6,303,578 | |||||||||||||
Accumulated deficit | (5,340,677) | (5,340,677) | (5,340,677) | (1,304,542) | |||||||||||||
Stockholders' Equity | 5,000,005 | 5,000,005 | 5,000,005 | ||||||||||||||
Statement of Operations | |||||||||||||||||
Change in fair value of warrant liability | (4,460,862) | ||||||||||||||||
Transaction costs associated with Initial Public Offering | (714,710) | ||||||||||||||||
Net loss | $ (5,340,678) | ||||||||||||||||
Basis weighted average shares outstanding, Common stock | 7,018,311 | ||||||||||||||||
Diluted weighted average shares outstanding, Common stock | 7,018,311 | ||||||||||||||||
Basic net loss per share, Common stock | $ (0.76) | ||||||||||||||||
Diluted net loss per share, Common stock | $ (0.76) | ||||||||||||||||
Cash Flow Statement | |||||||||||||||||
Net loss | $ (5,340,678) | ||||||||||||||||
Change in fair value of warrant liability | (4,460,862) | ||||||||||||||||
Transaction costs associated with Initial Public Offering | (714,710) | ||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | 200,570,524 | ||||||||||||||||
Change in value of Class A common stock subject to possible redemption | (3,975,006) | ||||||||||||||||
Public Warrants | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Derivative Liability | 18,640,580 | 14,125,160 | 14,125,160 | 18,640,580 | 14,125,160 | 18,640,580 | |||||||||||
Statement of Operations | |||||||||||||||||
Change in fair value of warrant liability | (1,968,260) | ||||||||||||||||
Cash Flow Statement | |||||||||||||||||
Change in fair value of warrant liability | (1,968,260) | ||||||||||||||||
Private Placement Warrants | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Derivative Liability | $ 18,098,458 | 13,330,002 | 13,330,002 | $ 18,098,458 | 13,330,002 | 18,098,458 | |||||||||||
Statement of Operations | |||||||||||||||||
Change in fair value of warrant liability | (1,842,358) | ||||||||||||||||
Statement of Changes in Stockholders' Equity (Deficit) | |||||||||||||||||
Number of units issued | 1,156,000 | 1,156,000 | |||||||||||||||
Cash Flow Statement | |||||||||||||||||
Change in fair value of warrant liability | $ (1,842,358) | ||||||||||||||||
Class A common stock | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 22,290,037 | 19,250,109 | 22,290,037 | ||||||||||||||
Diluted weighted average shares outstanding, Common stock | 0 | 22,290,037 | 19,250,109 | 22,290,037 | |||||||||||||
Basic net loss per share, Common stock | $ 0.01 | $ (0.21) | $ (0.45) | ||||||||||||||
Diluted net loss per share, Common stock | $ 0 | $ 0.01 | $ (0.21) | $ (0.45) | |||||||||||||
Class A common stock subject to possible redemption | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||
Minimum net tangible assets | $ 5,000,001 | 5,000,001 | 5,000,001 | ||||||||||||||
Balance Sheet | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | 236,191,200 | 236,191,200 | |||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 22,381,536 | 22,381,536 | 19,250,109 | 19,250,109 | 22,381,536 | ||||||||||||
Diluted weighted average shares outstanding, Common stock | 22,381,536 | 22,381,536 | 19,250,109 | 19,250,109 | 22,381,536 | ||||||||||||
Basic net loss per share, Common stock | $ (0.77) | $ 0.32 | $ (0.21) | $ (0.45) | |||||||||||||
Diluted net loss per share, Common stock | $ (0.77) | $ 0.32 | $ (0.21) | $ (0.45) | |||||||||||||
Statement of Changes in Stockholders' Equity (Deficit) | |||||||||||||||||
Number of units issued | 23,156,000 | ||||||||||||||||
Class A common stock subject to possible redemption | As Previously Restated (Amendment 2) | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 19,250,109 | ||||||||||||||||
Class A common stock subject to possible redemption | As Previously Reported | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | $ 196,595,514 | $ 196,595,514 | 196,595,514 | 190,280,971 | |||||||||||||
Common Stock | 389 | 389 | 389 | 335 | |||||||||||||
Additional Paid-in Capital | 10,339,715 | 10,339,715 | 10,339,715 | 6,303,578 | |||||||||||||
Accumulated deficit | (5,340,678) | (5,340,678) | (5,340,678) | (1,304,542) | |||||||||||||
Stockholders' Equity | 5,000,005 | $ 5,000,005 | 5,000,005 | 5,000,004 | |||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 20,149,678 | 20,149,678 | 21,828,647 | 19,714,293 | |||||||||||||
Diluted weighted average shares outstanding, Common stock | 20,149,678 | 20,149,678 | 21,828,647 | 19,714,293 | |||||||||||||
Statement of Changes in Stockholders' Equity (Deficit) | |||||||||||||||||
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses | 206,911,197 | ||||||||||||||||
Common stock subject to redemption | 196,595,514 | ||||||||||||||||
Cash Flow Statement | |||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | $ 224,215,068 | ||||||||||||||||
Class A common stock subject to possible redemption | As Previously Reported | Restatement of warrants as derivative liabilities | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 21,828,647 | ||||||||||||||||
Diluted weighted average shares outstanding, Common stock | 21,828,647 | ||||||||||||||||
Basic net loss per share, Common stock | $ 0 | ||||||||||||||||
Diluted net loss per share, Common stock | $ 0 | ||||||||||||||||
Class A common stock subject to possible redemption | As Previously Reported | As Restated (Amendment 2) | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 21,828,647 | ||||||||||||||||
Class A common stock subject to possible redemption | Adjustments | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | $ 39,595,686 | $ 39,595,686 | 39,595,686 | 34,119,029 | |||||||||||||
Common Stock | (389) | (389) | (389) | (335) | |||||||||||||
Additional Paid-in Capital | (10,339,715) | (10,339,715) | (10,339,715) | (6,303,578) | |||||||||||||
Accumulated deficit | (29,255,581) | (29,255,581) | (29,255,581) | (27,815,116) | |||||||||||||
Stockholders' Equity | (39,595,684) | $ (39,595,684) | (39,595,684) | (34,119,029) | |||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 2,231,858 | 2,231,858 | (2,578,538) | 2,667,243 | |||||||||||||
Diluted weighted average shares outstanding, Common stock | 2,231,858 | 2,231,858 | (2,578,538) | 2,667,243 | |||||||||||||
Basic net loss per share, Common stock | $ (0.77) | $ 0.32 | $ (0.45) | ||||||||||||||
Diluted net loss per share, Common stock | $ (0.77) | $ 0.32 | $ (0.45) | ||||||||||||||
Statement of Changes in Stockholders' Equity (Deficit) | |||||||||||||||||
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses | (206,911,197) | ||||||||||||||||
Common stock subject to redemption | (196,595,514) | ||||||||||||||||
Accretion of carrying value to redemption value | (29,279,949) | ||||||||||||||||
Cash Flow Statement | |||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | $ 11,976,132 | ||||||||||||||||
Class A common stock subject to possible redemption | Adjustments | Restatement of warrants as derivative liabilities | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | (2,303,331) | ||||||||||||||||
Diluted weighted average shares outstanding, Common stock | (2,303,331) | ||||||||||||||||
Class A common stock subject to possible redemption | Adjustments | As Adjusted (Amendment 2) | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | (2,578,538) | ||||||||||||||||
Class A common stock subject to possible redemption | As Restated | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | $ 236,191,200 | $ 236,191,200 | 236,191,200 | 224,400,000 | |||||||||||||
Accumulated deficit | (34,596,259) | (34,596,259) | (34,596,259) | (29,119,658) | |||||||||||||
Stockholders' Equity | (34,595,681) | (34,595,681) | (34,595,681) | $ (29,119,025) | |||||||||||||
Statement of Changes in Stockholders' Equity (Deficit) | |||||||||||||||||
Accretion of carrying value to redemption value | (29,279,949) | ||||||||||||||||
Cash Flow Statement | |||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | $ 236,191,200 | ||||||||||||||||
Class A common stock subject to possible redemption | As Restated | Restatement of warrants as derivative liabilities | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 19,525,316 | ||||||||||||||||
Diluted weighted average shares outstanding, Common stock | 19,525,316 | ||||||||||||||||
Basic net loss per share, Common stock | $ 0 | ||||||||||||||||
Diluted net loss per share, Common stock | $ 0 | ||||||||||||||||
Class B common stock | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Balance Sheet | |||||||||||||||||
Common Stock | $ 579 | $ 579 | $ 579 | $ 579 | $ 579 | $ 579 | |||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 5,500,000 | 5,789,000 | 5,601,728 | 5,789,000 | |||||||||||||
Diluted weighted average shares outstanding, Common stock | 5,500,000 | 5,789,000 | 5,601,728 | 5,789,000 | |||||||||||||
Basic net loss per share, Common stock | $ 0.01 | $ (0.21) | $ (0.45) | ||||||||||||||
Diluted net loss per share, Common stock | $ 0 | $ 0.01 | $ (0.21) | $ (0.45) | |||||||||||||
Non Redeemable Common Stock | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 5,789,000 | 5,789,000 | 7,018,311 | 5,601,728 | 5,789,000 | ||||||||||||
Diluted weighted average shares outstanding, Common stock | 5,789,000 | 5,789,000 | 5,601,728 | 5,789,000 | |||||||||||||
Basic net loss per share, Common stock | $ (0.77) | $ (0.76) | $ (0.96) | $ (0.45) | |||||||||||||
Diluted net loss per share, Common stock | $ (0.77) | $ (0.96) | $ (0.45) | ||||||||||||||
Non Redeemable Common Stock | As Previously Restated (Amendment 2) | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 5,601,728 | ||||||||||||||||
Diluted weighted average shares outstanding, Common stock | 5,601,728 | ||||||||||||||||
Basic net loss per share, Common stock | $ (0.21) | ||||||||||||||||
Diluted net loss per share, Common stock | $ (0.21) | ||||||||||||||||
Non Redeemable Common Stock | As Previously Reported | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 8,795,322 | 9,670,930 | 6,078,552 | 9,230,707 | |||||||||||||
Diluted weighted average shares outstanding, Common stock | 8,795,322 | 9,670,930 | 6,078,552 | 9,230,707 | |||||||||||||
Basic net loss per share, Common stock | $ (2.46) | $ (0.88) | $ (1.38) | ||||||||||||||
Diluted net loss per share, Common stock | $ (2.46) | $ (0.88) | $ (1.38) | ||||||||||||||
Non Redeemable Common Stock | As Previously Reported | As Restated (Amendment 2) | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | 6,078,552 | ||||||||||||||||
Diluted weighted average shares outstanding, Common stock | 6,078,552 | ||||||||||||||||
Basic net loss per share, Common stock | $ (0.88) | ||||||||||||||||
Diluted net loss per share, Common stock | $ (0.88) | ||||||||||||||||
Non Redeemable Common Stock | Adjustments | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | (3,006,322) | (3,881,930) | (476,824) | (3,441,707) | |||||||||||||
Diluted weighted average shares outstanding, Common stock | (3,006,322) | (3,881,930) | (476,824) | (3,441,707) | |||||||||||||
Basic net loss per share, Common stock | $ 1.69 | $ (0.08) | $ 0.93 | ||||||||||||||
Diluted net loss per share, Common stock | $ 1.69 | $ (0.08) | $ 0.93 | ||||||||||||||
Non Redeemable Common Stock | Adjustments | As Adjusted (Amendment 2) | ROMAN DBDR TECH ACQUISITION CORP. | |||||||||||||||||
Statement of Operations | |||||||||||||||||
Basis weighted average shares outstanding, Common stock | (476,824) | ||||||||||||||||
Diluted weighted average shares outstanding, Common stock | (476,824) | ||||||||||||||||
Basic net loss per share, Common stock | $ 0.67 | ||||||||||||||||
Diluted net loss per share, Common stock | $ (0.67) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
Transaction Costs | $ 13,206,613 | |
Underwriting fees | 4,631,200 | |
Deferred underwriting payable | 8,104,600 | |
Other offering costs | 470,813 | |
Offering cost charged to expense | 714,710 | $ 714,710 |
Offering cost charged to stock holders equity | 12,491,903 | |
Offering cost charged to temporary equity | 12,491,903 | |
Cash equivalents | 0 | 0 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 |
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 |
Anti-dilutive securities attributable to warrants (in shares) | 22,415,400 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A common stocks reflected in the condensed balance sheets (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 4 Months Ended | 21 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Nov. 10, 2020 | |
Gross proceeds | $ 231,560,000 | $ 231,560,000 | |||
Proceeds allocated to Public Warrants | (12,156,900) | 12,156,900 | |||
Class A common stocks issuance costs | (12,491,903) | 12,491,903 | |||
Accretion of carrying value to redemption value | 29,280,003 | ||||
Class A Common Stock Subject to Possible Redemption | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | $ 224,400,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted - (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | |
Numerator: Earnings allocable to common stock subject to possible redemption | ||||||
Interest earned on marketable securities held in Trust Account | $ 22,970 | $ 74,485 | ||||
Denominator: Weighted Average Class A common stock subject to possible redemption | ||||||
Basis weighted average shares outstanding, Common stock | 5,601,728 | |||||
Diluted weighted average shares outstanding, Common stock | 5,601,728 | |||||
Basic net loss per share, Common stock | $ (0.21) | |||||
Diluted net loss per share, Common stock | $ (0.21) | |||||
Redeemable Class Common Stock | ||||||
Numerator: Earnings allocable to common stock subject to possible redemption | ||||||
Interest earned on marketable securities held in Trust Account | $ 22,970 | |||||
Unrealized gain on marketable securities held in Trust Account | 919 | |||||
Less: interest available to be withdrawn for payment of taxes | $ (23,889) | |||||
Denominator: Weighted Average Class A common stock subject to possible redemption | ||||||
Basis weighted average shares outstanding, Common stock | 19,525,316 | |||||
Basic net loss per share, Common stock | $ 0 | |||||
Non Redeemable Common Stock | ||||||
Numerator: Earnings allocable to common stock subject to possible redemption | ||||||
Net Income / Loss | $ (5,340,678) | |||||
Non-Redeemable Net Loss | $ (5,340,678) | |||||
Denominator: Weighted Average Class A common stock subject to possible redemption | ||||||
Basis weighted average shares outstanding, Common stock | 5,789,000 | 5,789,000 | 7,018,311 | 5,601,728 | 5,789,000 | |
Diluted weighted average shares outstanding, Common stock | 5,789,000 | 5,789,000 | 5,601,728 | 5,789,000 | ||
Basic net loss per share, Common stock | $ (0.77) | $ (0.76) | $ (0.96) | $ (0.45) | ||
Diluted net loss per share, Common stock | $ (0.77) | $ (0.96) | $ (0.45) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Amendment 2) (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Denominator: | ||||
Basis weighted average shares outstanding, Common stock | 5,601,728 | |||
Diluted weighted average shares outstanding, Common stock | 5,601,728 | |||
Basic net loss per share, Common stock | $ (0.21) | |||
Diluted net loss per share, Common stock | $ (0.21) | |||
Class A common stock | ||||
Numerator: | ||||
Allocation of net loss, as adjusted | $ 140,438 | $ (4,136,863) | $ (9,960,630) | |
Denominator: | ||||
Basis weighted average shares outstanding, Common stock | 22,290,037 | 19,250,109 | 22,290,037 | |
Diluted weighted average shares outstanding, Common stock | 0 | 22,290,037 | 19,250,109 | 22,290,037 |
Basic net loss per share, Common stock | $ 0.01 | $ (0.21) | $ (0.45) | |
Diluted net loss per share, Common stock | $ 0 | $ 0.01 | $ (0.21) | $ (0.45) |
Class B common stock | ||||
Numerator: | ||||
Allocation of net loss, as adjusted | $ 36,473 | $ (1,203,815) | $ (2,586,899) | |
Denominator: | ||||
Basis weighted average shares outstanding, Common stock | 5,500,000 | 5,789,000 | 5,601,728 | 5,789,000 |
Diluted weighted average shares outstanding, Common stock | 5,500,000 | 5,789,000 | 5,601,728 | 5,789,000 |
Basic net loss per share, Common stock | $ 0.01 | $ (0.21) | $ (0.45) | |
Diluted net loss per share, Common stock | $ 0 | $ 0.01 | $ (0.21) | $ (0.45) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - ROMAN DBDR TECH ACQUISITION CORP. - $ / shares | Nov. 17, 2020 | Nov. 10, 2020 | Nov. 05, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units (in shares) | 23,156,000 | |||
Shares Issued, Price Per Share | $ 10.20 | |||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants in a unit | 0.5 | |||
Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Common shares, par value (in dollars per share) | 0.0001 | |||
Class A common stock | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units (in shares) | 22,000,000 | 22,000,000 | ||
Shares Issued, Price Per Share | $ 10 | $ 10 | ||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Initial Public Offering | Class A common stock | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issuable per warrant | 1 | |||
Common shares, par value (in dollars per share) | $ 0.0001 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units (in shares) | 1,156,000 | |||
Shares Issued, Price Per Share | $ 10 | |||
Number of shares in a unit | 1,156,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | Nov. 17, 2020 | Nov. 12, 2020 | Nov. 10, 2020 | Dec. 31, 2020 | Nov. 05, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price | $ 10,837,400 | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 10,375,000 | ||||
Price of warrants | $ 1 | $ 1 | $ 1.06 | ||
Aggregate purchase price | $ 10,375,000 | ||||
Number of shares per warrant | 462,400 | ||||
Exercise price of warrant | $ 1 | $ 11.50 | |||
Over-allotment | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 462,400 | ||||
Aggregate purchase price | $ 462,400 | $ 12,022,400 | |||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | 10,375,000 | ||||
Aggregate purchase price | $ 10,375,000 | $ 10,375,000 | |||
Number of shares per warrant | 1 | ||||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - ROMAN DBDR TECH ACQUISITION CORP. | Oct. 26, 2020shares | Aug. 26, 2020USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021$ / sharesshares | Nov. 17, 2020shares |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | ||||
Class B common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Shares, Outstanding | 5,789,000 | 5,789,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Sponsor | Class B common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | |||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Shares, Outstanding | 5,789,000 | |||||
Founder Shares | Class B common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Shares, Outstanding | 5,789,000 | |||||
Shares subject to forfeiture | 289,000 | |||||
Founder Shares | Class B common stock | Over-allotment | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares forfeited | 536,000 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Common Stock, Shares, Outstanding | 6,325,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder Shares | Sponsor | Class B common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 7,906,250 | |||||
Aggregate purchase price | $ | $ 25,000 | |||||
Aggregate purchase of common shares | 1,581,250 | |||||
Common Stock, Shares, Outstanding | 6,325,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder Shares | Sponsor | Class B common stock | Over-allotment | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase of common shares | 825,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | Nov. 10, 2020 | Nov. 06, 2020 | Aug. 26, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | ||||||
Repayment of promissory note - related party | $ 95,657 | $ 1,600 | ||||
Expenses incurred and paid | $ 10,200 | 50,200 | ||||
Promissory Note with Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Proceeds from Related Party Advances | $ 300,000 | |||||
Repayment of promissory note - related party | $ 95,657 | 95,657 | ||||
Administrative Support Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses per month | $ 10,000 | |||||
Expenses incurred and paid | 14,450 | |||||
Related Party Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||
Price of warrant | $ 1 |
COMMITMENTS (Details)
COMMITMENTS (Details) - ROMAN DBDR TECH ACQUISITION CORP. | 4 Months Ended | |
Dec. 31, 2020USD ($)item$ / shares | Sep. 30, 2021item$ / shares | |
Maximum number of demands for registration of securities | item | 3 | 3 |
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.35 |
Aggregate Deferred Underwriting Fee Payable | $ | $ 8,104,600 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - ROMAN DBDR TECH ACQUISITION CORP. - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) - ROMAN DBDR TECH ACQUISITION CORP. | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2021Vote$ / sharesshares | |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 23,156,000 | |
Common shares, shares outstanding (in shares) | 23,156,000 | |
Class A common stock subject to possible redemption | ||
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 23,156,000 | 23,156,000 |
Common shares, shares outstanding (in shares) | 23,156,000 | 23,156,000 |
Class A common stock subject to possible redemption, outstanding (in shares) | 23,156,000 | 23,156,000 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | 1 |
Common shares, shares issued (in shares) | 5,789,000 | 5,789,000 |
Common shares, shares outstanding (in shares) | 5,789,000 | 5,789,000 |
Ratio to be applied to the stock in the conversion | 1 | 1 |
Percentage Of Issued And Outstanding Shares After The Initial Public Offering Collectively Held By Initial Stockholders | 20.00% |
WARRANTS (Details)
WARRANTS (Details) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020$ / shares | Sep. 30, 2021Ditem$ / shares | |
Class of Warrant or Right [Line Items] | ||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Threshold period for filling registration statement after business combination | 15 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Threshold issue price per share | $ 9.20 | |
Threshold trading days determining volume weighted average price | 20 days | |
Share Price | $ 9.20 | |
Percentage of market value | 180.00% | |
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent) | 115.00% | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ROMAN DBDR TECH ACQUISITION CORP. | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 | |
Threshold consecutive trading days for redemption of public warrants | 30 | |
Redemption period | 3 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Public Warrants | ROMAN DBDR TECH ACQUISITION CORP. | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Threshold period for filling registration statement after business combination | 15 days | |
Share Price | $ 9.20 | |
Percentage of market value | 180.00% | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ROMAN DBDR TECH ACQUISITION CORP. | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Threshold trading days for redemption of public warrants | item | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Redemption period | 3 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
INCOME TAX - DEFERRED TAX (Deta
INCOME TAX - DEFERRED TAX (Details) - ROMAN DBDR TECH ACQUISITION CORP. | Dec. 31, 2020USD ($) |
Deferred tax asset (liability) | |
Organizational/Start-up costs | $ 24,416 |
Net operating loss carryforward | 10,449 |
Unrealized gain on marketable securities | (193) |
Total deferred tax assets, net | 34,672 |
Valuation Allowance | $ (34,672) |
INCOME TAX - Tax Provision - (D
INCOME TAX - Tax Provision - (Details) - ROMAN DBDR TECH ACQUISITION CORP. | Dec. 31, 2020USD ($) |
Deferred | $ (34,672) |
Change in valuation allowance | $ 34,672 |
INCOME TAX (Details)
INCOME TAX (Details) - ROMAN DBDR TECH ACQUISITION CORP. | 4 Months Ended |
Dec. 31, 2020 | |
Statutory federal income tax rate | 21.00% |
Warrants issuance costs | (2.80%) |
Expenses related to warrants | (2.60%) |
Change in fair value of warrant liability | (15.00%) |
Change in valuation allowance | (0.60%) |
Income tax provision | 0.00% |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Details) - ROMAN DBDR TECH ACQUISITION CORP. | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Net operating loss carryover | $ 49,757 |
Change in valuation allowance | $ 34,672 |
FAIR VALUE MEASUREMENTS - fair
FAIR VALUE MEASUREMENTS - fair value hierarchy of the valuation inputs (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | Nov. 05, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | |||
Assets Held-in-trust, Noncurrent | $ 236,289,574 | $ 236,215,089 | |
Liabilities: | |||
Derivative Liability | 27,455,162 | ||
Recurring | |||
Liabilities: | |||
Derivative Liability | 36,739,038 | 27,455,162 | |
Level 1 | Recurring | |||
Assets: | |||
Assets Held-in-trust, Noncurrent | 236,289,574 | 236,215,089 | |
Liabilities: | |||
Derivative Liability | 18,640,580 | 14,125,160 | |
Level 3 | Recurring | |||
Liabilities: | |||
Derivative Liability | 18,098,458 | 13,330,002 | |
U.S. Treasury Securities | |||
Assets: | |||
Assets Held-in-trust, Noncurrent | 236,214,150 | ||
Cash | |||
Assets: | |||
Assets Held-in-trust, Noncurrent | 939 | ||
Public Warrants | |||
Liabilities: | |||
Derivative Liability | 18,640,580 | 14,125,160 | |
Number of Warrants Issued Per Unit | 0.5 | ||
Public Warrants | Recurring | |||
Liabilities: | |||
Derivative Liability | 18,640,580 | 14,125,160 | |
Public Warrants | Level 1 | Recurring | |||
Liabilities: | |||
Derivative Liability | 18,640,580 | 14,125,160 | |
Private Placement Warrants | |||
Liabilities: | |||
Derivative Liability | 18,098,458 | 13,330,002 | |
Private Placement Warrants | Recurring | |||
Liabilities: | |||
Derivative Liability | 18,098,458 | 13,330,002 | |
Private Placement Warrants | Level 1 | Recurring | |||
Liabilities: | |||
Derivative Liability | 13,330,002 | ||
Private Placement Warrants | Level 3 | Recurring | |||
Liabilities: | |||
Derivative Liability | $ 18,098,458 | $ 13,330,002 | |
Class A common stock | |||
Liabilities: | |||
Number of Shares Issued Per Unit | 1 |
FAIR VALUE MEASUREMENTS - Monte
FAIR VALUE MEASUREMENTS - Monte Carlo Simulation for the fair value (Details) - ROMAN DBDR TECH ACQUISITION CORP. | Nov. 12, 2020USD ($)$ / shares | Nov. 05, 2020USD ($)$ / shares | Sep. 30, 2021 | Dec. 31, 2020$ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gross proceeds | $ 12,022,400 | |||
Risk-free interest rate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Measurement input | 0.36 | 1.02 | 0.37 | |
Expected term (years) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Measurement input | 5 | 5.21 | 5.05 | |
Expected volatility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Measurement input | 20 | 21.6 | 18.5 | |
Exercise price | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Measurement input | 11.50 | 11.50 | 11.50 | |
Fair value of Units | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Measurement input | 9.48 | 1.61 | 10.11 | |
Public Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Price of warrant | $ / shares | $ 1.05 | |||
Gross proceeds | $ 12,200,000 | |||
Private Placement Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Price of warrant | $ / shares | $ 1 | $ 1.06 | $ 1 | |
Gross proceeds | $ 11,500,000 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 2 Months Ended | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value at beginning of the period | $ 27,455,162 | ||
Initial measurement on November 5, 2020 | $ 23,644,544 | $ 23,644,544 | |
Change in valuation inputs or other assumptions | 3,810,618 | 3,810,618 | 19,594,960 |
Fair value at end of the period | 27,455,162 | 27,455,162 | 36,739,038 |
Transfers out of level 3 | 12,156,900 | 0 | |
Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value at beginning of the period | 14,125,160 | ||
Initial measurement on November 5, 2020 | 12,156,900 | 12,156,900 | |
Change in valuation inputs or other assumptions | 1,968,260 | 1,968,260 | 9,841,300 |
Fair value at end of the period | 14,125,160 | 14,125,160 | 18,640,580 |
Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value at beginning of the period | 13,330,002 | ||
Initial measurement on November 5, 2020 | 11,487,644 | 11,487,644 | |
Change in valuation inputs or other assumptions | 1,842,358 | 1,842,358 | 9,753,660 |
Fair value at end of the period | $ 13,330,002 | $ 13,330,002 | $ 18,098,458 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS | Sep. 30, 2021USD ($) |
Current assets | |
Cash | $ 12,236,000 |
Total Current Assets | 72,954,000 |
TOTAL ASSETS | 107,752,000 |
Current liabilities | |
Accrued expenses | 13,817,000 |
Total Current Liabilities | 43,069,000 |
TOTAL LIABILITIES | 258,118,000 |
Stockholders' Deficit | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 107,752,000 |
ROMAN DBDR TECH ACQUISITION CORP. | |
Current assets | |
Cash | 15,158 |
Prepaid expenses | 225,388 |
Total Current Assets | 240,546 |
Cash and marketable securities held in Trust Account | 236,289,574 |
TOTAL ASSETS | 236,530,120 |
Current liabilities | |
Accounts payable and accrued expenses | 2,470,093 |
Advance from related parties | 168,400 |
Total Current Liabilities | 2,638,493 |
Deferred underwriting fee payable | 8,104,600 |
TOTAL LIABILITIES | 47,482,131 |
Commitments and Contingencies | |
Class A common stock subject to possible redemption 23,156,000 shares at redemption value at September 30, 2021 and December 31, 2020 | 236,191,200 |
Stockholders' Deficit | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |
Accumulated deficit | (47,143,789) |
Total Stockholders' Deficit | (47,143,210) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 236,530,121 |
Class A common stock subject to possible redemption | ROMAN DBDR TECH ACQUISITION CORP. | |
Current liabilities | |
Class A common stock subject to possible redemption 23,156,000 shares at redemption value at September 30, 2021 and December 31, 2020 | 236,191,200 |
Class B common stock | ROMAN DBDR TECH ACQUISITION CORP. | |
Stockholders' Deficit | |
Common stock | 579 |
Private Placement Warrants | ROMAN DBDR TECH ACQUISITION CORP. | |
Current liabilities | |
Derivative Liability | 18,098,458 |
Public Warrants | ROMAN DBDR TECH ACQUISITION CORP. | |
Current liabilities | |
Derivative Liability | $ 18,640,580 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - ROMAN DBDR TECH ACQUISITION CORP. - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | |
Common stock, shares issued | 23,156,000 | |
Common stock, shares outstanding | 23,156,000 | |
Class A common stock subject to possible redemption | ||
Common stock, shares issued | 23,156,000 | 23,156,000 |
Common stock, shares outstanding | 23,156,000 | 23,156,000 |
Temporary equity, shares outstanding | 23,156,000 | 23,156,000 |
Class A common stock not subject to possible redemption | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,789,000 | 5,789,000 |
Common stock, shares outstanding | 5,789,000 | 5,789,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Loss from operations | $ 72,226,000 | |||
Other income (expense): | ||||
Total other income (expense), net | (8,830,000) | |||
Net income (loss) | 63,396,000 | |||
ROMAN DBDR TECH ACQUISITION CORP. | ||||
Operating and formation costs | $ 717 | $ 498,591 | $ 188,995 | 3,338,138 |
Loss from operations | (717) | (498,591) | (188,995) | (3,338,138) |
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 3,040 | 22,970 | 74,485 | |
Unrealized gain on marketable securities held in Trust Account | 919 | |||
Change in fair value of Derivative Liability | 672,462 | (9,283,876) | ||
Total other income (expense), net | 675,502 | (5,151,683) | (9,209,391) | |
Net income (loss) | $ (717) | $ 176,911 | $ (5,340,678) | $ (12,547,529) |
Basic weighted average shares outstanding | 5,601,728 | |||
Diluted weighted average shares outstanding | 5,601,728 | |||
Basic net income (loss) per common stock | $ (0.21) | |||
Diluted net income (loss) per common stock | $ (0.21) | |||
Class A common stock | ROMAN DBDR TECH ACQUISITION CORP. | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding | 22,290,037 | 19,250,109 | 22,290,037 | |
Diluted weighted average shares outstanding | 0 | 22,290,037 | 19,250,109 | 22,290,037 |
Basic net income (loss) per common stock | $ 0.01 | $ (0.21) | $ (0.45) | |
Diluted net income (loss) per common stock | $ 0 | $ 0.01 | $ (0.21) | $ (0.45) |
Class B common stock | ROMAN DBDR TECH ACQUISITION CORP. | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding | 5,500,000 | 5,789,000 | 5,601,728 | 5,789,000 |
Diluted weighted average shares outstanding | 5,500,000 | 5,789,000 | 5,601,728 | 5,789,000 |
Basic net income (loss) per common stock | $ 0.01 | $ (0.21) | $ (0.45) | |
Diluted net income (loss) per common stock | $ 0 | $ 0.01 | $ (0.21) | $ (0.45) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY DEFICIT - USD ($) | Common StockROMAN DBDR TECH ACQUISITION CORP.Class B common stock | Common StockROMAN DBDR TECH ACQUISITION CORP.Class A common stock | Common StockClass B common stock | Common StockClass A common stock | Additional Paid-in CapitalROMAN DBDR TECH ACQUISITION CORP. | Accumulated DeficitROMAN DBDR TECH ACQUISITION CORP. | ROMAN DBDR TECH ACQUISITION CORP. | Total |
Balance at the beginning at Aug. 20, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Balance at the beginning (in shares) at Aug. 20, 2020 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Class B common stock to Sponsors | $ 633 | 24,367 | 25,000 | |||||
Issuance of Class B common stock to Sponsors (in shares) | 6,325,000 | |||||||
Net income (loss) | (717) | (717) | ||||||
Balance at the end at Sep. 30, 2020 | $ 633 | 24,367 | (717) | 24,283 | ||||
Balance at the end (in shares) at Sep. 30, 2020 | 6,325,000 | |||||||
Balance at the beginning at Aug. 20, 2020 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Aug. 20, 2020 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Class B common stock to Sponsors | $ 633 | 24,367 | 0 | 25,000 | ||||
Issuance of Class B common stock to Sponsors (in shares) | 6,325,000 | |||||||
Forfeiture of Founder Shares | $ (54) | 0 | 0 | (54) | ||||
Forfeiture of Founder Shares (in shares) | (536,000) | |||||||
Net income (loss) | 0 | (5,340,678) | (5,340,678) | |||||
Balance at the end at Dec. 31, 2020 | $ 579 | $ 0 | 0 | (34,596,260) | (34,595,681) | |||
Balance at the end (in shares) at Dec. 31, 2020 | 5,789,000 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 8,931,200 | 8,931,200 | |||
Balance at the end at Mar. 31, 2021 | $ 579 | (25,665,060) | (25,664,481) | |||||
Balance at the end (in shares) at Mar. 31, 2021 | 5,789,000 | |||||||
Balance at the beginning at Dec. 31, 2020 | $ 579 | $ 0 | $ 0 | (34,596,260) | (34,595,681) | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,789,000 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | $ 37,211,000 | $ 24,807,000 | (12,547,529) | $ 63,396,000 | ||||
Balance at the end at Sep. 30, 2021 | $ 579 | (47,143,789) | (47,143,210) | |||||
Balance at the end (in shares) at Sep. 30, 2021 | 5,789,000 | |||||||
Balance at the beginning at Mar. 31, 2021 | $ 579 | (25,665,060) | (25,664,481) | |||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 5,789,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (21,655,640) | (21,655,640) | ||||||
Balance at the end at Jun. 30, 2021 | $ 579 | (47,320,700) | (47,320,121) | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 5,789,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 176,911 | 176,911 | ||||||
Balance at the end at Sep. 30, 2021 | $ 579 | $ (47,143,789) | $ (47,143,210) | |||||
Balance at the end (in shares) at Sep. 30, 2021 | 5,789,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||||
Net loss | $ 63,396,000 | $ 74,890,000 | $ 77,816,000 | ||
Changes in operating assets and liabilities: | |||||
Accrued expenses | 2,260,000 | (2,523,000) | 332,000 | ||
Net cash used in operating activities | 48,046,000 | 73,587,000 | 87,062,000 | ||
Cash Flows from Investing Activities: | |||||
Net cash (used in) provided by investing activities | (3,900,000) | (7,199,000) | (7,501,000) | ||
Cash Flows from Financing Activities: | |||||
Net cash provided by financing activities | (45,333,000) | (75,607,000) | (92,867,000) | ||
Net Change in Cash | (1,187,000) | (9,219,000) | (13,306,000) | ||
Cash - Beginning of period | 13,422,000 | 26,728,000 | 26,728,000 | ||
Cash - End of period | $ 17,509,000 | $ 13,422,000 | 12,236,000 | 17,509,000 | 13,422,000 |
ROMAN DBDR TECH ACQUISITION CORP. | |||||
Cash Flows from Operating Activities: | |||||
Net loss | (717) | (5,340,678) | (12,547,529) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Interest earned on marketable securities held in Trust Account | (22,970) | (74,485) | |||
Change in fair value of warrant liability | 9,283,876 | ||||
Transaction costs associated with Initial Public Offering | 714,710 | ||||
Unrealized (gain) on marketable securities held in Trust Account | (919) | ||||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (434,689) | 209,300 | |||
Accrued expenses | 98,112 | 2,371,981 | |||
Net cash used in operating activities | (717) | (525,572) | (756,857) | ||
Cash Flows from Investing Activities: | |||||
Investment of cash in Trust Account | (236,191,200) | ||||
Net cash (used in) provided by investing activities | (236,191,200) | ||||
Cash Flows from Financing Activities: | |||||
Proceeds from sale of Units, net of underwriting discounts paid | 226,928,800 | ||||
Proceeds from promissory note - related party | 13,217 | 95,657 | |||
Payment of offering costs | (12,500) | (445,813) | |||
Advances from related party | 170,000 | ||||
Repayment of advances from related party | (95,657) | (1,600) | |||
Net cash provided by financing activities | 717 | 237,320,387 | 168,400 | ||
Net Change in Cash | 0 | 603,615 | (588,457) | ||
Cash - Beginning of period | 0 | 0 | 603,615 | ||
Cash - End of period | 0 | 603,615 | $ 15,158 | $ 0 | $ 603,615 |
Non-Cash investing and financing activities: | |||||
Offering costs included in accrued offering costs | 5,000 | ||||
Offering costs paid by Sponsor in exchange for issuance of founder shares | $ 25,000 | ||||
Deferred underwriting fee payable | 8,104,600 | ||||
Payment of offering costs by the Sponsor in exchange for the issuance of Class B common stock | 25,000 | ||||
Forfeiture of Founder Shares | $ (54) |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Roman DBDR Tech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 21, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not yet commenced any operations. All activity for the period from August 21, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on November 5, 2020. On November 10, 2020, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,375,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Roman DBDR Tech Sponsor, LLC (the “Sponsor”), generating gross proceeds of $10,375,000, which is described in Note 5. Following the closing of the Initial Public Offering on November 10, 2020, an amount of $224,400,000 ($10.20 per Unit) from the proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On November 12, 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option. As such, on November 17, 2020, the Company consummated the sale of an additional 1,156,000 Units, at $10.00 per Unit, and the sale of an additional 462,400 Private Placement Warrants, at $1.00 per Private Placement Warrant, generating total gross proceeds of $12,022,400. A total of $11,791,200 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $236,191,200. Transaction costs amounted to $13,206,613, consisting of $4,631,200 of underwriting fees, $8,104,600 of deferred underwriting fees and $470,813 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by May 10, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount initially deposited into the Trust Account ($10.20). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of September 30, 2021, the Company had $15,158 in its operating bank accounts, $236,289,574 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith, and working capital deficit of $2,247,947 which excludes franchise and income taxes payable of $150,000, as such amounts may be paid from interest earned on the Trust Account. For the quarter ended September 30, 2021, interest income which is available to pay the Company’s tax obligations amounted to $98,374. In May 2021, the Sponsor agreed to provide the Company up to $1,500,000 in loans. The loans, if issued, as well as any future loans that may be made by the Company’s officers and directors (or their affiliates), will be evidenced by notes and would either be repaid upon the consummation of a Business Combination or up to $1,500,000 of the notes may be converted into warrants at a price of $1.00 per warrant at the option of the lender. As of September 30, 2021, the Company had no outstanding balances under such promissory notes. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. On June 6, 2021 the Sponsor agreed to advance $130,000 to the Company to pay for operating expenses. Based on the foregoing, the Company believes it will not have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or May 10, 2022. This raises substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of November 5, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on November 10, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. As Previously As Restated Adjustments Restated Balance sheet as of November 10, 2020 (audited) Warrant Liability $ — $ 22,547,500 $ 22,547,500 Class A Common Stock Subject to Possible Redemption 212,828,471 (22,547,500) 190,280,971 Class A Common Stock 113 222 335 Additional Paid-in Capital 4,999,970 1,303,608 6,303,578 Accumulated Deficit (712) (1,303,830) (1,304,542) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 27,455,162 $ 27,455,162 Class A Common Stock Subject to Possible Redemption 224,050,680 (27,455,162) 195,595,518 Common Stock 119 270 389 Additional Paid-in Capital 5,164,409 5,175,301 10,339,710 Accumulated Deficit (165,106) (5,175,571) (5,340,677) Stockholders’ Equity 5,000,001 4 5,000,005 Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (4,460,862) $ (4,460,862) Transaction costs associated with Initial Public Offering — (714,710) (714,710) Net loss (165,106) (5,175,572) (5,340,678) Weighted average shares outstanding, Common stock subject to possible redemption 21,828,647 (2,303,331) 19,525,316 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Common stock 6,078,552 939,759 7,018,311 Basic and diluted net loss per share, Common stock (0.03) (0.73) (0.76) Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 (audited) Net loss $ (165,106) $ (5,175,572) $ (5,340,678) Change in fair value of warrant liability — (4,460,862) (4,460,862) Transaction costs associated with Initial Public Offering — (714,710) (714,710) Initial classification of Class A common stock subject to possible redemption 224,215,068 (23,644,544) 200,570,524 Change in value of Class A common stock subject to possible redemption (164,388) (3,810,618) (3,975,006) Amendment 2 In connection with the preparation of the Company's condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company's Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company's control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company's total assets, liabilities or operating results. As Previously As Restated Adjustment Restated Balance Sheet as of November 10, 2020 (audited) Common stock subject to possible redemption $ 190,280,971 $ 34,119,029 $ 224,400,000 Common stock $ 335 $ (335) $ — Additional paid-in capital $ 6,303,578 $ (6,303,578) $ — Accumulated deficit $ (1,304,542) $ (27,815,116) $ (29,119,658) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (34,119,029) $ (29,119,025) Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 196,595,514 $ 39,595,686 $ 236,191,200 Common stock $ 389 $ (389) $ — Additional paid-in capital $ 10,339,715 $ (10,339,715) $ — Accumulated deficit $ (5,340,678) $ (29,255,581) $ (34,596,259) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (39,595,684) $ (34,595,681) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited) Sale of 23,156,000 Units, net of underwriting discounts and offering expenses 206,911,197 (206,911,197) — Common stock subject to redemption 196,595,514 (196,595,514) — Accretion for Class A common stock to redemption amount — (29,279,949) (29,279,949) Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 224,215,068 11,976,132 236,191,200 As Previously As Restated Adjustment Restated Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock 21,828,647 (2,578,538) 19,250,109 Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock 6,078,552 (476,824) 5,601,728 Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock $ (0.88) $ 0.67 $ (0.21) | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement of the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The impact of the restatement on the Company’s financial statements is reflected in the following table. As Previously Reported Adjustment As Restated Balance Sheet as of November 10, 2020 (audited) Common stock subject to possible redemption $ 190,280,971 $ 34,119,029 $ 224,400,000 Common stock $ 335 $ (335) $ — Additional paid-in capital $ 6,303,578 $ (6,303,578) $ — Accumulated deficit $ (1,304,542) $ (27,815,116) $ (29,119,658) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (34,119,029) $ (29,119,025) Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 196,595,514 $ 39,595,686 $ 236,191,200 Common stock $ 389 $ (389) $ — Additional paid-in capital $ 10,339,715 $ (10,339,715) $ — Accumulated deficit $ (5,340,678) $ (29,255,581) $ (34,596,259) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (39,595,684) $ (34,595,681) Balance Sheet as of March 31, 2021 (Unaudited) Common stock subject to possible redemption $ 205,526,716 (30,664,484) 236,191,200 Common Stock $ 301 (301) — Additional paid-in capital $ 1,408,601 (1,408,601) — Accumulated deficit $ 3,590,522 (29,255,581) (25,665,059) Total Stockholders’ Equity (Deficit) $ 5,000,003 (30,664,483) (25,664,480) Balance Sheet as of June 30, 2021 (Unaudited) Common stock subject to possible redemption $ 183,871,069 52,320,131 236,191,200 Common Stock $ 513 (513) — Additional paid-in capital $ 23,064,036 (23,064,036) — Accumulated deficit $ (18,065,118) (29,255,581) (47,320,699) Total Stockholders’ Equity (Deficit) $ 5,000,010 (52,320,131) (47,320,121) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited) Sale of 23,156,000 Units, net of underwriting discounts and offering expenses 206,911,197 (206,911,197) — Common stock subject to redemption 196,595,514 (196,595,514) — Accretion for Class A common stock to redemption amount — (29,279,949) (29,279,949) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) Accretion for Class A common stock to redemption amount — — — Total Stockholders’ Equity (Deficit) (34,595,681) 8,931,200 (25,664,481) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of common stock subject to redemption 21,655,640 (21,655,640) — Accretion for Class A common stock to redemption amount — — — Total Stockholders’ Equity (Deficit) (25,664,481) (21,655,640) (47,320,121) Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 224,215,068 11,976,132 236,191,200 Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption — — — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 8,931,202 (8,931,202) — As Previously As Reported Adjustment Restated Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Basic diluted weighted 21,828,647 (2,578,538) 19,250,109 Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock $ — $ — $ — Basic diluted weighted 6,078,552 (476,824) 5,601,728 Basic diluted net $ (0.88) $ (0.08) $ (0.96) Statement of Operations for the Three Months Ended March 31, 2021 Basic diluted weighted 20,149,678 2,231,858 22,381,536 Basic and diluted net $ — $ 0.32 $ 0.32 Basic diluted weighted 9,670,930 (3,881,930) 5,789,000 Statement of Operations for the Three Months Ended June 30, 2021 Basic diluted weighted 20,149,678 2,231,858 22,381,536 Basic and diluted net $ — $ (0.77) $ (0.77) Basic diluted weighted 8,795,322 (3,006,322) 5,789,000 Basic diluted net $ (2.46) $ 1.69 $ (0.77) Statement of Operations for the Six Months Ended June 30, 2021 Basic diluted weighted 19,714,293 2,667,243 22,381,536 Basic and diluted net $ — $ (0.45) $ (0.45) Basic diluted weighted 9,230,707 (3,441,707) 5,789,000 Basic diluted net $ (1.38) $ 0.93 $ (0.45) |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The Financial Statements presented in this Quarterly Report are unaudited; however, in the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited interim condensed consolidated financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The unaudited interim condensed consolidated financial statements presented herein do not contain the required disclosures under GAAP for annual financial statements and should be read in conjunction with the annual audited financial statements and related notes of the Company as of and for the year ended December 31, 2020. Due to the global outbreak of the COVID-19 pandemic, the Company had been taking a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. 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 certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to. Significant areas requiring management to make estimates include the valuation of equity instruments. See Note 7 for further discussion of the nature of these assumptions and conditions. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at September 30, 2021 and December 31, 2020. 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 via Dun and Bradestreet credit monitoring service, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. Based on these measures, 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. Inventories Inventories are stated at the lower of cost or net realizable value, using 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 Revenue Recognition The Company recognizes revenue in accordance with accounting standard ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g., receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of September 30, 2021 and December 31, 2020. 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. The Company accounts for shipping and handling as activities fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed to customers for shipping and handling as revenue. 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. Fair value of financial instruments 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 ● 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 does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised 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 September 30, 2021 and December 31, 2020, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 5, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan. Segment Information The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President.The Company’s chief operating decision-maker 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 prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Recent Accounting Pronouncements — Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new lease guidance effective January 1, 2021 using the modified retrospective transition approach , applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The Company elected the package of practical expedients which permits to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change the Company’s previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of ROU assets of $6,298 and lease liabilities of $6,875. The difference between the ROU assets and the lease liabilities is primarily due to unamortized lease incentive and deferred rent related to the Company’s operating leases at December 31, 2020. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized its incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2021 adoption date. The Company utilized a synthetic credit rating model including fundamental analysis per S&P Global Market Intelligence. The Company then utilized the Bloomberg BVAL Pricing Source to determine the option- adjusted spread and added the United States Treasury Constant Maturity for the applicable terms to determine the term structure of the IBR. Based on these calculations, the Company determined applicable discount rates for various points along the yield curve as of January 1, 2021. As a reasonableness check for the yield curve, the Company considered its revolving credit agreement amendment on November 5, 2020, which extended the term of the agreement through November 5, 2023. The base interest rate on the loan was calculated as LIBOR plus 300 bps which approximates 3.14%. This rate was generally consistent with the yield curve derived, thus the Company determined that the yield curve was appropriate for determining the discount rates for its leases. The Company then interpolated the discount rates in the yield curve to determine the discount rate for each of its existing leases at January 1, 2021. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred, if any. The Company’s lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 5 years, some of which include options to extend the lease term for up to 3 years. The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, the Company will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease. Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. The Company recognizes lease expense for these leases on a straight- line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion. Effective April l , 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 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 $315 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 in 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 has exercised both renewal options with last one exercised in 2020. The base rent is currently approximately $89 per year, which reflects an annual 3% escalation factor. Effective June 16, 2016, the Company entered into a 10-year lease for a new facility. The lease contains escalating rental payments and terminates on September 30, 2026. The agreement also provides for a renewal option at a fixed rate. The base rent is currently approximately $801 per year, which reflects an annual 3% escalation factor. The Company’s leases have remaining lease terms of 1 to 5 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 the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021. ROU assets and lease liabilities related to our operating leases are as follows: Balance Sheet Classification September 30,2021 Right-of-use assets Right of use assets $ 5,511 Current lease liabilities Current portion of lease liabilities 1,105 Non-current lease liabilities Non-current portion of lease liabilities 4,995 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). The components of lease costs were as follows: Nine-month period ended September 30, 2021 Operating lease cost $ 979 Variable lease cost 322 Total lease cost $ 1,301 Future minimum commitments under all non-cancelable operating leases are as follows: 2021 (excluding the nine months ended September 30, 2021) $ 319 2022 1,294 2023 1,298 2024 1,263 2025 1,302 2026 1,096 Later years 97 Total lease payments 6,668 Less: Imputed interest 569 Present value of lease liabilities $ 6,100 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Nine-month period ended September 30, 2021 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 954 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ — Recent Accounting Pronouncements — Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 can be adopted as of March 12, 2020 and are effective through December 31, 2022. However, it cannot be applied to contract modifications that occur after December 31, 2022. The London Interbank Offered Rate (LIBOR) is expected to be phased out at the end 2021. We do not currently have any contracts that have been changed to a new reference rate, but we will continue to evaluate our contracts and the effects of this standard on our consolidated financial statements prior to adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The global outbreak of the COVID-19 pandemic continue to rapidly evolve. The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. 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. See Note 8 for further discussion of the nature of these assumptions and conditions. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature. Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at December 31, 2020 and 2019. Inventories Inventories are stated at the lower of cost or net realizable value, using 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 Revenue Recognition On January 1, 2019, the Company adopted the new accounting standard ASC 606, “revenue from Contracts with Customers” (Topic 606) (“ASC 606”) and the related amendments to all contracts with customers that were not completed as of the date of adoption using the modified retrospective method. As a result of the assessment, the Company determined that adoption of the new standard did not have a significant impact on its revenue recognition methodology. As a result of adopting the new guidance, the Company recognizes revenue 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. 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, 2020 and 2019. 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. The Company accounts for shipping and handling as activities to fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed to customers for shipping and handling as revenue. 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. Shipping and Handling Costs Amounts billed to customers for shipping and handling are classified as revenue. 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 $1,596, $1,752, and $1,177 for the years ended December 31, 2020, 2019, and 2018, respectively. Advertising The Company expenses the cost of advertising as incurred. Advertising expense of approximately $181, $313, and $397 for the years ended December 31, 2020, 2019, and 2018, respectively, were included in Selling, general and administrative expenses in the consolidated statements of operations. Income Taxes The Company is treated as a partnership and is not a tax paying entity for federal and state income tax purposes. The Company’s earnings and losses are included in the tax returns of the members. As such, no provisions were made for federal or state income taxes for the years ended December 31, 2020, 2019, and 2018. Federal, state and local income tax returns for years prior to 2017 longer subject to examination by tax authorities. Equity-Based Compensation The Company has an equity-based compensation plan and a profits interest which are described in more detail in Note 8. 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 estimates the fair value of each option on the date of grant using the calculated value method of the Black-Scholes option-pricing model. The calculated value of each option award is estimated at the grant date. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the Company’s employees and may vary based upon the behavior of different groups of employees. The Company has elected to use the calculated value method to account for the options it has issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine volatility, the Company used the historical closing values of comparable publicly held entities to estimate volatility.The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. 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. 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, 2020, 2019, and 2018 were salaries and commissions of $12,650, $14,824, and $8,865, transaction costs of $264, $1,065, and $56, and professional fees of $6,536, $4,546, and $3,822, respectively. 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 ● 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 does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised 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, 2020 and December 31, 2019, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 6, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan. 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 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 prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Recent Accounting Pronouncements — Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The ASU is effective for the Company on January 1, 2021 and the Company expects to adopt the new lease guidance on the effective date using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company does not expect to elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. While the Company continues to assess all of the effects of adoption, the Company believes the most significant effects relate to 1) the recognition of new ROU assets and lease liabilities on its balance sheet for its real estate operating leases and 2) providing significant new disclosures for its leasing activities. The Company also currently expects to elect the practical expedient not to separate lease and non-lease components for all of its leases. The Company expects to record the new ROU assets and the lease liabilities ranging from approximately $6,000 to $7,000 on the balance sheet as of January 1, 2121. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. |
ROMAN DBDR TECH ACQUISITION CORP. | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 29, 2021 and as amended . The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for period ended December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”) Class A common stock subject to possible redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021 and December 31, 2020, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 231,560,000 Less: Proceeds allocated to Public Warrants $ (12,156,900) Class A common stocks issuance costs $ (12,491,903) Plus: Accretion of carrying value to redemption value $ 29,280,003 Class A common stocks subject to possible redemption $ 236,191,200 Offering Costs The company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriting, legal, regulatory filing, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The offering costs relate to the Class A Common Stock and Distributable Redeemable Warrants which comprised the Unit offered as part of the Initial Public Offering. Those costs were allocated on a relative fair value basis with the portion of the offering costs allocated to the Distributable Redeemable Warrants being charged to expense and the portion of the offering costs assigned to the Public Shares being allocated to stockholders’ equity upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $13,206,613, which consists of $4,631,200 of upfront underwriting fees, $8,104,600 of deferred underwriting fees (further discussed in Note 7) and $470,813 of other offering costs, of which $714,710 was charged to expense and $12,491,903 was charged to Stockholders’ equity. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9). 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. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Share Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,415,400 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from August 21, Three Months Ended Nine Months Ended 2020 (Inception) Through September 30, 2021 September 30, 2021 September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net income (loss), as adjusted $ 140,438 $ 36,473 $ (9,960,630) $ (2,586,899) $ — $ — Denominator: Basic and diluted weighted average shares outstanding 22,290,037 5,789,000 22,290,037 5,789,000 — — Basic and diluted net income (loss) per common stock $ 0.01 $ 0.01 $ (0.45) $ (0.45) $ — $ — Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 22,000,000 Units at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 1,156,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 22,000,000 Units at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 1,156,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $10,375,000 in the aggregate, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 462,400 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $462,400. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $10,375,000 in the aggregate, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share. In connection with the underwriters’ partial exercise of the over-allotment option on November 17, 2020, the Company sold an additional 462,400 Private Placement Warrants, at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $462,400. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS In November 2015, the Company entered into a sales representation agreement with a third party, partially owned by an individual who is a Class B member of the Company and who was then a member of the Company’s Board of Managers. In 2016, the Company commenced litigation against such third party seeking a judicial determination that the sales representation agreement was void and unenforceable, among other claims. In February 2018, the trial court ruled against the Company in the litigation, concluding that the sales representation agreement was valid and enforceable. The Company appealed the ruling, however, the ruling was upheld. As a result of the ruling, the Company 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, 2020, 2019, and 2018 amounted to $6,724, $9,232, and $4,443, respectively and were recorded as a component of selling, general and administrative expenses. In October 2019, the Company 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, 2020, and December 31, 2019 related to this agreement amounted to In March 2021, the Company received from such third party a notice of dispute with respect to whether commissions are due and owing on product sales to certain of the Company’s customers which, if successful, could require payments ranging from $4,000 to $10,000, plus costs and expenses, together with additional commission payments on future sales, if any, to such customers. The Company does not believe these commissions are owed, and intends to vigorously oppose this claim, which may include legal proceedings. The Company has not accrued any amount as a component of accrued expense related to the notice of dispute as of December 31, 2020. Nok Nok Project Statement of Work In July 2021, CompoSecure’s wholly-owned subsidiary, Arculus Holdings, L.L.C., entered into a Project Statement of Work with Nok Nok Labs, Inc. (“ Nok Nok Under the Project Statement of Work, Nok Nok will provide a demonstration version ofNok Nok S3 authentication (SaaS) andproduct documentation, to Arculus branded applications, along with corresponding technology license rights. Arculus Holdings, L.L.C. has agreed to pay $250,000 for the Nok Nok software and services set forth in the Project Statement of Work. The term of the Project Statement of Work and the term of the license to the software and services provided thereunder will expire on December 31, 2022. | ||
ROMAN DBDR TECH ACQUISITION CORP. | |||
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On August 26, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,906,250 shares of Class B common stock (the “Founder Shares”). On October 26, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,581,250 Founder Shares which the Company cancelled, resulting in an aggregate of 6,325,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 536,000 Founder Shares were forfeited and 289,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 5,789,000 Founder Shares outstanding at December 31, 2020. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Administrative Support Agreement The Company entered into an agreement, commencing on November 6, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from August 21, 2020 (inception) through December 31, 2020, the Company incurred and paid $14,450 in fees for these services. Promissory Note - Related Party On August 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Note of $95,657 was repaid at the closing of the Initial Public Offering on November 10, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On August 26, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,906,250 shares of Class B common stock (the “Founder Shares”). On October 26, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 1,581,250 Founder Shares which the Company cancelled, resulting in an aggregate of 6,325,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 536,000 Founder Shares were forfeited and 289,000 Founder Shares are no longer subject to forfeiture resulting in an aggregate of 5,789,000 Founder Shares outstanding at November 17, 2020. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one Administrative Support Agreement The Company entered into an agreement, commencing on November 6, 2020, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $10,200 and $50,200 in fees for these services Promissory Note — Related Party On August 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. As of September 30, 2021, there was no balance outstanding under the Note. The outstanding balance under the Note of $95,657 was repaid at the closing of the Initial Public Offering on November 10, 2020. Borrowings under the Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2021 and December 31, 2020 there were no amounts outstanding under the Working Capital Loans. Advance From Related Party On June 6, 2021, the Sponsor agreed to advance the Company $130,000 to pay for operating expenses. |
COMMITMENTS_2
COMMITMENTS | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS | 10. 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 2 for future minimum commitments under all non- cancelable operating leases. 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. During March 2021, the Company received from a third party a notice of dispute with respect to whether commissions are due and owing on product sales to certain of the Company’s customers which, if successful, could require payments ranging from $4,000 to $10,000, plus costs and expenses, together with additional commission payments on future sales, if any, to such customers. The Company does not believe these commissions are owed, and the parties have commenced arbitration proceedings to resolve this dispute. The Company has not accrued any amount as a component of accrued expense related to the dispute as of September 30, 2021. | 11. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 840. The Company expects to adopt the new guidance under ASC 842 effective January 1, 2021 (see Note 2). 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 5 10 Effective April l , 2012, the Company entered into a 10 five currently approximately $315 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 The Company has the option to extend the term for two Effective June 16, 2016, the Company entered into a 10 Future minimum commitments under all non-cancelable operating leases are as follows: Years Ending December 31, 2021 $ 1,252 2022 1,294 2023 1,298 2024 1,263 2025 1,302 Thereafter 1,193 Total $ 7,602 Rent expense, including real estate taxes and related costs, for the years ended December 31, 2020, 2019, and 2018 aggregated approximately $1,744, $1,683, and $1,614 respectively. 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 March 2021, the Company received a notice of dispute (see Note 12). | |
ROMAN DBDR TECH ACQUISITION CORP. | |||
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration and shareholder rights agreement entered into on November 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,104,600 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration and shareholder rights agreement entered into on November 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,104,600 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Merger Agreement On April 19, 2021, Roman DBDR Tech Acquisition Corp, a Delaware corporation (the “ Company Merger Agreement Merger Sub CompoSecure Member Representative The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein: (i) Merger Sub will merge with and into CompoSecure, with CompoSecure surviving as a wholly-owned subsidiary of the Company (the “ Merger Second A&R LLCA CompoSecure Unit Class B Common Stock Class A Common Stock Closing Following the Closing, the combined company will be organized in an “Up-C” structure and the Company will control CompoSecure as the managing member of CompoSecure in accordance with the terms of the Second A&R LLCA. Upon the Closing, it is anticipated that the Company will change its name to “CompoSecure, Inc.” The aggregate consideration to be paid to the holders of CompoSecure equity pursuant to the Merger Agreement is based on an equity value of CompoSecure of approximately $853 million and will consist of: (i) an amount of cash equal to (A) the amount of cash in the Company’s trust account established for the purpose of holding the net proceeds from its initial public offering and concurrent private placement of warrants (currently $236.2 million), net of any amounts paid to the Company’s shareholders that exercise their redemption rights in connection with the Merger (the “ Remaining Trust Cash plus PIPE Investments minus (ii) equity consideration valued at $10.00 per share in respect of the remaining portion of CompoSecure’s enterprise value after deducting the cash consideration in clause (i); plus (iii) the Earnout Consideration (as defined below), if payable. In addition to the consideration to be paid at Closing as described in (i) and (ii) above, CompoSecure equity holders will have the right to receive an aggregate of up to 7.5 million additional (i) shares of Class A Common Stock or (ii) CompoSecure 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 “ Earnout Consideration Concurrent with Closing, the Company will enter into a tax receivable agreement (the “ Tax Receivable Agreement Representations, Warranties and Covenants The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Merger Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of CompoSecure, the Company and their respective subsidiaries during the period between execution of the Merger Agreement and the Closing. The representations, warranties, agreements and covenants of the parties set forth in the Merger Agreement will terminate at the Closing, except for those covenants and agreements that, by their terms, contemplate performance after the Closing. Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to consummate the Merger. Conditions to Closing Under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation: (i) the approval and adoption of the Merger Agreement and transactions contemplated thereby by the requisite vote of the Company’s stockholders (the “ Company Stockholder Approval CompoSecure Member Approval HSR Act than $250 million; (ix) the amount of cash on hand at CompoSecure shall not be less than $5 million; and (x) the absence of a Company material adverse effect or a Material Adverse Effect with respect to CompoSecure. Termination The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including without limitation, (i) by mutual written consent of the Company and CompoSecure; (ii) by either the Company or CompoSecure if (a) the Closing has not occurred on or before December 31, 2021, which date may be extended to no later than January 31, 2022 if the expiration or termination of the applicable waiting period under the HSR Act remains pending, (b) if a Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law which permanently restrains, enjoins or otherwise prohibits the transaction, and (c) if the Company Stockholders’ Meeting (as defined in the Merger Agreement) has been held and the Company Stockholder Approval is not obtained; (iii) by the Company if neither it nor Merger Sub are in material breach of their obligations under the Merger Agreement and if (a) at any time any of the representations and warranties of CompoSecure become untrue or inaccurate or (b) there has been a breach on the part of CompoSecure of any of its covenants or agreements contained in the Merger Agreement, neither of which are cured and in either case such that such breach would have a material adverse effect; (iv) by CompoSecure if CompoSecure is not in material breach of its obligations under the Merger Agreement and if (a) at any time any of the representations and warranties of the Company and Merger Sub become untrue or inaccurate or (b) there has been a breach on the part of the Company or Merger Sub of any of its covenants or agreements contained in the Merger Agreement, neither of which are cured and in either case such that such breach would have a material adverse effect; or (vi) by the Company, if CompoSecure does not deliver written consent of the CompoSecure equity holders in accordance with the Merger Agreement on or prior to the applicable deadline. Voting Agreement In connection with the execution of the Merger Agreement, certain stockholders of the Company (the “ Company Stockholders CompoSecure Holders Voting Agreement Annex H Under the Voting Agreement, each Company Stockholder and CompoSecure Holder agreed to vote or cause to be voted their respective equity interests for and against certain matters, including to vote in favor of the Merger Agreement and the transactions related thereto and against any competing proposals or any matters that would reasonably be expected to impede the timely consummation of the Merger. Expense Cap and Waiver Agreement In connection with the execution of the Merger Agreement, the Company and Roman DBDR Tech Sponsor LLC, a Delaware limited liability company (the “ Sponsor Expense Cap and Waiver Agreement Common Stock Subscription Agreements In connection with the Merger, the Company entered into subscription agreements (the “ Common Stock Subscription Agreements Investors Subscriptions Exchangeable Note Subscription Agreements In connection with the Merger, CompoSecure entered into subscription agreements (the “ Note Subscription Agreements Note Investors Notes |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
STOCKHOLDER'S EQUITY | 6. MEMBERS’ EQUITY On June 11, 2020, the Company implemented the holding company reorganization, which resulted in CompoSecure Holdings, L.L.C. owning all of the issued and outstanding units of Composecure L.L.C.. Consequently, CompoSecure, L.L.C. became a direct, wholly owned subsidiary of CompoSecure Holdings, L.L.C.. Each unit of each class of CompoSecure, L.L.C. units issued and outstanding immediately prior to the legal reorganization automatically converted into an equivalent corresponding units of CompoSecure Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C.. Effective May 11, 2015, pursuant to the terms of the Class B Unit Purchase Agreement and related agreements, Class A Unit holders (“Sellers”) created a new class of units, Class B units, and issued 66,000 units of such Class B to a group of investors led by LLR Equity Partners IV, L.P. with 55.2% of the Class B units. As a result of the May 11, 2015 recapitalization transaction, the Class B unit holders (“Purchasers”), collectively, became the majority owner of the Company holding an aggregate of 66,000 Class B units, representing 60% of the Company’s total issued and outstanding units. The Sellers, collectively, retained an aggregate of 44,000 Class A units, representing 40% of the Company’s total issued and outstanding units. The Company additionally set aside up to 12,222 of its Class C membership units for use as compensatory options. Refer to Note 7 for additional details regarding Class C units. Several of the Company’s employment agreements obligate the Company to make bonus payments to certain employees that were considered compensation although calculated based on a percent of the actual earn-out paid to the Sellers. Each holder of Class A and Class B units is entitled to one vote for each unit held. The holders of units are entitled to cash distributions, subject to certain restrictions in the debt agreement, in an amount that allows them to pay their current tax obligations that arise out of income being allocated to them due to the limited liability company pass-through company tax structure and, with respect to Class B Units, for payment of the earn-out obligation to the Sellers. Holders of Class C Profit Interests units have no voting rights except as required by law. | 7. MEMBERS’ EQUITY On June 11, 2020, the Company implemented the holding company reorganization, which resulted in CompoSecure Holdings, L.L.C. owning all of the issued and outstanding units of Composecure L.L.C.. Consequently, CompoSecure, L.L.C. became a direct, wholly owned subsidiary of CompoSecure Holdings, L.L.C.. Each unit of each class of CompoSecure, L.L.C. units issued and outstanding immediately prior to the legal reorganization automatically converted into an equivalent corresponding units of CompoSecure Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C.. Effective May 11, 2015, pursuant to the terms of the Class B Unit Purchase Agreement and related agreements, Class A Unit holders (“Sellers”) created a new class of units, Class B units, and issued 66,000 units of such Class B to a group of investors led by LLR Equity Partners IV, L.P. with 55.2% of the Class B units. As a result of the May 11, 2015 recapitalization transaction, the Class B unit holders (“Purchasers”), collectively, became the majority owner of the Company holding an aggregate of 66,000 Class B units, representing 60% of the Company’s total issued and outstanding units. The Sellers, collectively, retained an aggregate of 44,000 Class A units, representing 40% of the Company’s total issued and outstanding units. The Company additionally set aside up to 12,222 of its Class C membership units for use as compensatory options. Refer to Note 8 for additional details regarding Class C units. In accordance with the terms and conditions of the Repurchase Agreement, executed contemporaneously with the Purchase Agreement, during an earn-out period, the Sellers were eligible to earn additional cash consideration for the repurchase of units by the Company of up to fifty-four million dollars ($54,000) in the aggregate, payable by Class B unit holders (the “Purchasers”). The amounts to be paid were contingent upon EBITDA targets over a period of 3 years from the transaction date. As of December 31, 2019, the total amount paid out since the recapitalization transaction amounted to $54,000. Accordingly, as of December 31, 2019, this obligation was satisfied and no further amounts were due. In addition to the earn-out obligation of the Purchasers, several of the Company’s employment agreements obligate the Company to make bonus payments to certain employees that were considered compensation although calculated based on a percent of the actual earn-out paid to the Sellers. Each holder of Class A and Class B units is entitled to one vote for each unit held. The holders of units are entitled to cash distributions, subject to certain restrictions in the debt agreement, in an amount that allows them to pay their current tax obligations that arise out of income being allocated to them due to the limited liability company pass-through company tax structure and, with respect to Class B Units, for payment of the earn-out obligation to the Sellers. Holders of Class C Profit Interests units have no voting rights except as required by law. | |
ROMAN DBDR TECH ACQUISITION CORP. | |||
STOCKHOLDER'S EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY (Restated, see Note 2 - Amendment 2) Preferred Stock - The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2020, there were no shares of preferred stock issued or outstanding . Class A Common Stock - The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were 23,156,000 shares of Class A common stock issued and outstanding , which are subject to possible redemption and classified as temporary equity. Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANTS_2
WARRANTS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
WARRANTS | NOTE 9. WARRANTS Warrants - Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● ● ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. | NOTE 9. WARRANTS Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● ● ● ● three If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS (Restated) 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, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2020, assets held in the Trust Account were comprised of $939 of cash and $236,214,150 of money market funds, which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2020, the company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2020 Assets: Marketable securities held in Trust Account 1 $ 236,215,089 Liabilities: Warrant Liability – Public Warrants 1 14,125,160 Warrant Liability – Private Placement Warrants 3 13,330,002 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 are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on November 5, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement (which includes valuation for the over-allotment exercise on November 17, 2020) and for subsequent measurement (Private Placement Warrants only): November 5, 2020 December 31, (Initial 2020 (Subsequent Input Measurement) Measurement) Risk-free interest rate 0.36 % 0.37 % Expected term (years) 5 5.05 Expected volatility 20.0 % 18.5 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.48 $ 10.11 On November 5, 2020 (after including the impact of the underwriters partial exercise of their overallotment option on November 17, 2020), the Private Placement Warrants were determined to have a value of $1.06 per warrant and the Public Warrants were determined to be $1.05 per warrant for aggregate values of $11.5 million and $12.2 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 21, 2020 $ — $ — $ — Initial measurement on November 5, 2020 11,487,644 12,156,900 23,644,544 Change in valuation inputs or other assumptions 1,842,358 1,968,260 3,810,618 Fair value as of December 31, 2020 $ 13,330,002 $ 14,125,160 $ 27,455,162 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $12,156,900 during the period from November 5, 2020 through December 31, 2020 | NOTE 10. FAIR VALUE MEASUREMENTS 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, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $236,289,574 of money market funds, which are primarily invested in U.S. Treasury securities. Company did not withdraw any interest income from the Trust Account. At September 30, 2021, there were 11,578,000 Public Warrants and 10,837,400 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account 1 $ 236,289,574 $ 236,215,089 Liabilities: Warrant Liability - Public Warrants 1 18,640,580 14,125,160 Warrant Liability - Private Placement Warrants 3 18,098,458 13,330,002 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Initial Measurement The Company established the initial fair value for the Warrants on November 5, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock and Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement (which includes valuation for the over-allotment exercise on November 17, 2020) and for subsequent measurement (Private Placement Warrants only): November 5, December 31, September 30, 2021 2020 (Initial 2020 (Subsequent (Subsequent Input Measurement) Measurement) Measurement) Risk-free interest rate 0.36 % 0.37 % 1.02 % Expected term (years) 5.00 5.05 5.21 Expected volatility 20.0 % 18.5 % 21.6 % Exercise price $ 11.50 $ 11.50 $ 11.50 Fair value of Units $ 9.48 $ 10.11 $ 1.61 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at September 30, 2021 are as follows: Fair Value measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 236,289,574 $ — $ — $ 236,289,574 Warrant Derivative Liability: Public Warrants $ 18,640,580 $ — $ — $ 18,640,580 Private Placement Warrants — — 18,098,458 18,098,458 Total Warrant Derivative Liability $ 18,640,580 $ — $ 18,098,458 $ 36,739,038 Fair Value measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 236,215,089 $ — $ — $ 236,215,089 Warrant Derivative Liability: Public Warrants $ 14,125,160 $ — $ — $ 14,125,160 Private Placement Warrants — — 13,330,002 13,330,002 Total Warrant Derivative Liability $ 14,125,160 $ — $ 13,330,002 $ 27,455,162 There were no transfers into or out The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 21, 2020 $ — $ — $ — Initial measurement on November 6, 2020 11,487,644 12,156,900 23,644,544 Change in valuation inputs or other assumptions 1,842,358 1,968,260 3,810,618 Fair value as of December 31, 2020 $ 13,330,002 $ 14,125,160 $ 27,455,162 Change in valuation inputs or other assumptions 9,753,660 9,841,300 19,594,960 Fair value as of September 30, 2021 $ 18,098,458 $ 18,640,580 $ 36,739,038 |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS The Company completed an evaluation of the impact of any subsequent events through the date the consolidated financial statements were available to issued and determined no required disclosure in the consolidated financial statements. | 13. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after the consolidated balance sheet date of December 31, 2020 through May 27, 2021, the date these consolidated financial statements were available to be issued. On April 19, 2021, CompoSecure entered into a merger agreement with Roman DBDR Tech Acquisition Corp (“Roman”), a Delaware corporation to merge, subject to the terms and conditions set in the agreement. Roman, a special purpose acquisition company, announced that CompoSecure and Roman had entered into a definitive merger agreement. Upon Closing of the transaction, the combined company will operate as CompoSecure, Inc. and will trade on the Nasdaq stock market. | |
ROMAN DBDR TECH ACQUISITION CORP. | |||
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The Financial Statements presented in this Quarterly Report are unaudited; however, in the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited interim condensed consolidated financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The unaudited interim condensed consolidated financial statements presented herein do not contain the required disclosures under GAAP for annual financial statements and should be read in conjunction with the annual audited financial statements and related notes of the Company as of and for the year ended December 31, 2020. Due to the global outbreak of the COVID-19 pandemic, the Company had been taking a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The global outbreak of the COVID-19 pandemic continue to rapidly evolve. The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. | |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. 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 certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to. Significant areas requiring management to make estimates include the valuation of equity instruments. See Note 7 for further discussion of the nature of these assumptions and conditions. | 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. See Note 8 for further discussion of the nature of these assumptions and conditions. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature. | |
Income Taxes | Income Taxes The Company is treated as a partnership and is not a tax paying entity for federal and state income tax purposes. The Company’s earnings and losses are included in the tax returns of the members. As such, no provisions were made for federal or state income taxes for the years ended December 31, 2020, 2019, and 2018. Federal, state and local income tax returns for years prior to 2017 longer subject to examination by tax authorities. | ||
Concentration of Credit Risk | 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 via Dun and Bradestreet credit monitoring service, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. Based on these measures, 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. | 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. | |
Recent Accounting Standards | Recent Accounting Pronouncements — Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new lease guidance effective January 1, 2021 using the modified retrospective transition approach , applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The Company elected the package of practical expedients which permits to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change the Company’s previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of ROU assets of $6,298 and lease liabilities of $6,875. The difference between the ROU assets and the lease liabilities is primarily due to unamortized lease incentive and deferred rent related to the Company’s operating leases at December 31, 2020. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized its incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2021 adoption date. The Company utilized a synthetic credit rating model including fundamental analysis per S&P Global Market Intelligence. The Company then utilized the Bloomberg BVAL Pricing Source to determine the option- adjusted spread and added the United States Treasury Constant Maturity for the applicable terms to determine the term structure of the IBR. Based on these calculations, the Company determined applicable discount rates for various points along the yield curve as of January 1, 2021. As a reasonableness check for the yield curve, the Company considered its revolving credit agreement amendment on November 5, 2020, which extended the term of the agreement through November 5, 2023. The base interest rate on the loan was calculated as LIBOR plus 300 bps which approximates 3.14%. This rate was generally consistent with the yield curve derived, thus the Company determined that the yield curve was appropriate for determining the discount rates for its leases. The Company then interpolated the discount rates in the yield curve to determine the discount rate for each of its existing leases at January 1, 2021. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred, if any. The Company’s lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 5 years, some of which include options to extend the lease term for up to 3 years. The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, the Company will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease. Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. The Company recognizes lease expense for these leases on a straight- line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion. Effective April l , 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 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 $315 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 in 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 has exercised both renewal options with last one exercised in 2020. The base rent is currently approximately $89 per year, which reflects an annual 3% escalation factor. Effective June 16, 2016, the Company entered into a 10-year lease for a new facility. The lease contains escalating rental payments and terminates on September 30, 2026. The agreement also provides for a renewal option at a fixed rate. The base rent is currently approximately $801 per year, which reflects an annual 3% escalation factor. The Company’s leases have remaining lease terms of 1 to 5 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 the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021. ROU assets and lease liabilities related to our operating leases are as follows: Balance Sheet Classification September 30,2021 Right-of-use assets Right of use assets $ 5,511 Current lease liabilities Current portion of lease liabilities 1,105 Non-current lease liabilities Non-current portion of lease liabilities 4,995 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). The components of lease costs were as follows: Nine-month period ended September 30, 2021 Operating lease cost $ 979 Variable lease cost 322 Total lease cost $ 1,301 Future minimum commitments under all non-cancelable operating leases are as follows: 2021 (excluding the nine months ended September 30, 2021) $ 319 2022 1,294 2023 1,298 2024 1,263 2025 1,302 2026 1,096 Later years 97 Total lease payments 6,668 Less: Imputed interest 569 Present value of lease liabilities $ 6,100 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Nine-month period ended September 30, 2021 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 954 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ — Recent Accounting Pronouncements — Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 can be adopted as of March 12, 2020 and are effective through December 31, 2022. However, it cannot be applied to contract modifications that occur after December 31, 2022. The London Interbank Offered Rate (LIBOR) is expected to be phased out at the end 2021. We do not currently have any contracts that have been changed to a new reference rate, but we will continue to evaluate our contracts and the effects of this standard on our consolidated financial statements prior to adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. | Recent Accounting Pronouncements — Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The ASU is effective for the Company on January 1, 2021 and the Company expects to adopt the new lease guidance on the effective date using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company does not expect to elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. While the Company continues to assess all of the effects of adoption, the Company believes the most significant effects relate to 1) the recognition of new ROU assets and lease liabilities on its balance sheet for its real estate operating leases and 2) providing significant new disclosures for its leasing activities. The Company also currently expects to elect the practical expedient not to separate lease and non-lease components for all of its leases. The Company expects to record the new ROU assets and the lease liabilities ranging from approximately $6,000 to $7,000 on the balance sheet as of January 1, 2121. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. | |
ROMAN DBDR TECH ACQUISITION CORP. | |||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 29, 2021 and as amended . The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for period ended December 31, 2021 or for any future periods. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities. | Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. | |
Warrant Liability (Restated) | Warrant Liability (Restated) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F 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 and adjust 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 our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. | ||
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 – Amendment 2) The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 231,560,000 Less: Proceeds allocated to Public Warrants $ (12,156,900) Class A common stocks issuance costs $ (12,491,903) Plus: Accretion of carrying value to redemption value $ 29,280,003 Class A common stocks subject to possible redemption $ 236,191,200 | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”) Class A common stock subject to possible redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021 and December 31, 2020, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 231,560,000 Less: Proceeds allocated to Public Warrants $ (12,156,900) Class A common stocks issuance costs $ (12,491,903) Plus: Accretion of carrying value to redemption value $ 29,280,003 Class A common stocks subject to possible redemption $ 236,191,200 | |
Offering Costs | Offering Costs (Restated, see Note 2 – Amendment 2) The company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriting, legal, regulatory filing, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The offering costs relate to the Class A Common Stock and Distributable Redeemable Warrants which comprised the Unit offered as part of the Initial Public Offering. Those costs were allocated on a relative fair value basis with the portion of the offering costs allocated to the Distributable Redeemable Warrants being charged to expense and the portion of the offering costs assigned to the Public Shares initially being charged against temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $13,206,613, which consists of $4,631,200 of upfront underwriting fees, $8,104,600 of deferred underwriting fees (further discussed in Note 6) and $470,813 of other offering costs, of which $714,710 was charged to expense and $12,491,903 was charged to temporary equity. | ||
Offering Costs | Offering Costs The company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriting, legal, regulatory filing, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. The offering costs relate to the Class A Common Stock and Distributable Redeemable Warrants which comprised the Unit offered as part of the Initial Public Offering. Those costs were allocated on a relative fair value basis with the portion of the offering costs allocated to the Distributable Redeemable Warrants being charged to expense and the portion of the offering costs assigned to the Public Shares being allocated to stockholders’ equity upon the completion of the Initial Public Offering. Public Stockholders who properly redeem their Public Shares (as described in Note 1) in connection with the Initial Business Combination will not bear any of the offering costs. Total offering costs amounted to $13,206,613, which consists of $4,631,200 of upfront underwriting fees, $8,104,600 of deferred underwriting fees (further discussed in Note 7) and $470,813 of other offering costs, of which $714,710 was charged to expense and $12,491,903 was charged to Stockholders’ equity. | ||
Warrant Liabilities | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9). | ||
Income Taxes | 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. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. | 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. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Net Income (Loss) Per Common Share | Net Loss Per Common Share (Restated, see Note 2 - Amendment 1) Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement warrants to purchase an aggregate of 22,415,400 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per common share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable shares of common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from August 21, 2020 (inception) Through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 22,970 Unrealized gain on marketable securities held in Trust Account 919 Less: interest available to be withdrawn for payment of taxes (23,889) Net Income $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 19,525,316 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Loss $ (5,340,678) Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (5,340,678) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock, 7,018,311 Basic and diluted net loss per share, Non-Redeemable $ (0.76) Net Income (Loss) per Common Share (Restated, see Note 2 - Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 21, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (4,136,863) $ (1,203,815) Denominator: Basic and diluted weighted average shares outstanding 19,250,109 5,601,728 Basic and diluted net loss per common stock $ (0.21) $ (0.21) | Net Loss Per Common Share Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 22,415,400 shares of Class A common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from August 21, Three Months Ended Nine Months Ended 2020 (Inception) Through September 30, 2021 September 30, 2021 September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net income (loss), as adjusted $ 140,438 $ 36,473 $ (9,960,630) $ (2,586,899) $ — $ — Denominator: Basic and diluted weighted average shares outstanding 22,290,037 5,789,000 22,290,037 5,789,000 — — Basic and diluted net income (loss) per common stock $ 0.01 $ 0.01 $ (0.45) $ (0.45) $ — $ — | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum of $250,000. The Company has not experienced losses on this account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum of $250,000. The Company has not experienced losses on this account. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature. | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
Summary of impact of the restatement on the financial statements | As Previously As Restated Adjustments Restated Balance sheet as of November 10, 2020 (audited) Warrant Liability $ — $ 22,547,500 $ 22,547,500 Class A Common Stock Subject to Possible Redemption 212,828,471 (22,547,500) 190,280,971 Class A Common Stock 113 222 335 Additional Paid-in Capital 4,999,970 1,303,608 6,303,578 Accumulated Deficit (712) (1,303,830) (1,304,542) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 27,455,162 $ 27,455,162 Class A Common Stock Subject to Possible Redemption 224,050,680 (27,455,162) 195,595,518 Common Stock 119 270 389 Additional Paid-in Capital 5,164,409 5,175,301 10,339,710 Accumulated Deficit (165,106) (5,175,571) (5,340,677) Stockholders’ Equity 5,000,001 4 5,000,005 Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (4,460,862) $ (4,460,862) Transaction costs associated with Initial Public Offering — (714,710) (714,710) Net loss (165,106) (5,175,572) (5,340,678) Weighted average shares outstanding, Common stock subject to possible redemption 21,828,647 (2,303,331) 19,525,316 Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Common stock 6,078,552 939,759 7,018,311 Basic and diluted net loss per share, Common stock (0.03) (0.73) (0.76) Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 (audited) Net loss $ (165,106) $ (5,175,572) $ (5,340,678) Change in fair value of warrant liability — (4,460,862) (4,460,862) Transaction costs associated with Initial Public Offering — (714,710) (714,710) Initial classification of Class A common stock subject to possible redemption 224,215,068 (23,644,544) 200,570,524 Change in value of Class A common stock subject to possible redemption (164,388) (3,810,618) (3,975,006) As Previously As Restated Adjustment Restated Balance Sheet as of November 10, 2020 (audited) Common stock subject to possible redemption $ 190,280,971 $ 34,119,029 $ 224,400,000 Common stock $ 335 $ (335) $ — Additional paid-in capital $ 6,303,578 $ (6,303,578) $ — Accumulated deficit $ (1,304,542) $ (27,815,116) $ (29,119,658) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (34,119,029) $ (29,119,025) Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 196,595,514 $ 39,595,686 $ 236,191,200 Common stock $ 389 $ (389) $ — Additional paid-in capital $ 10,339,715 $ (10,339,715) $ — Accumulated deficit $ (5,340,678) $ (29,255,581) $ (34,596,259) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (39,595,684) $ (34,595,681) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited) Sale of 23,156,000 Units, net of underwriting discounts and offering expenses 206,911,197 (206,911,197) — Common stock subject to redemption 196,595,514 (196,595,514) — Accretion for Class A common stock to redemption amount — (29,279,949) (29,279,949) Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 224,215,068 11,976,132 236,191,200 As Previously As Restated Adjustment Restated Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption, Adjustment, Class A common stock 21,828,647 (2,578,538) 19,250,109 Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock, Adjustment, Class A common stock 6,078,552 (476,824) 5,601,728 Basic and diluted net loss (income) per share, Non-redeemable common stock, Adjustment, Class A common stock $ (0.88) $ 0.67 $ (0.21) | As Previously Reported Adjustment As Restated Balance Sheet as of November 10, 2020 (audited) Common stock subject to possible redemption $ 190,280,971 $ 34,119,029 $ 224,400,000 Common stock $ 335 $ (335) $ — Additional paid-in capital $ 6,303,578 $ (6,303,578) $ — Accumulated deficit $ (1,304,542) $ (27,815,116) $ (29,119,658) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (34,119,029) $ (29,119,025) Balance Sheet as of December 31, 2020 (audited) Common stock subject to possible redemption $ 196,595,514 $ 39,595,686 $ 236,191,200 Common stock $ 389 $ (389) $ — Additional paid-in capital $ 10,339,715 $ (10,339,715) $ — Accumulated deficit $ (5,340,678) $ (29,255,581) $ (34,596,259) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (39,595,684) $ (34,595,681) Balance Sheet as of March 31, 2021 (Unaudited) Common stock subject to possible redemption $ 205,526,716 (30,664,484) 236,191,200 Common Stock $ 301 (301) — Additional paid-in capital $ 1,408,601 (1,408,601) — Accumulated deficit $ 3,590,522 (29,255,581) (25,665,059) Total Stockholders’ Equity (Deficit) $ 5,000,003 (30,664,483) (25,664,480) Balance Sheet as of June 30, 2021 (Unaudited) Common stock subject to possible redemption $ 183,871,069 52,320,131 236,191,200 Common Stock $ 513 (513) — Additional paid-in capital $ 23,064,036 (23,064,036) — Accumulated deficit $ (18,065,118) (29,255,581) (47,320,699) Total Stockholders’ Equity (Deficit) $ 5,000,010 (52,320,131) (47,320,121) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from August 21, 2020 (Inception) Through December 31, 2020 (Audited) Sale of 23,156,000 Units, net of underwriting discounts and offering expenses 206,911,197 (206,911,197) — Common stock subject to redemption 196,595,514 (196,595,514) — Accretion for Class A common stock to redemption amount — (29,279,949) (29,279,949) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) Accretion for Class A common stock to redemption amount — — — Total Stockholders’ Equity (Deficit) (34,595,681) 8,931,200 (25,664,481) Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of common stock subject to redemption 21,655,640 (21,655,640) — Accretion for Class A common stock to redemption amount — — — Total Stockholders’ Equity (Deficit) (25,664,481) (21,655,640) (47,320,121) Statement of Cash Flows for the Three Months Ended December 31, 2020 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 224,215,068 11,976,132 236,191,200 Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption — — — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Initial classificiation of Class A common stock subject to possible redemption 8,931,202 (8,931,202) — As Previously As Reported Adjustment Restated Statement of Operations for the Period from August 14, 2020 (Inception) Through December 31, 2020 (Audited) Basic diluted weighted 21,828,647 (2,578,538) 19,250,109 Basic and diluted net income per share, Class A common stock subject to possible redemption, Adjustment, Class A common stock $ — $ — $ — Basic diluted weighted 6,078,552 (476,824) 5,601,728 Basic diluted net $ (0.88) $ (0.08) $ (0.96) Statement of Operations for the Three Months Ended March 31, 2021 Basic diluted weighted 20,149,678 2,231,858 22,381,536 Basic and diluted net $ — $ 0.32 $ 0.32 Basic diluted weighted 9,670,930 (3,881,930) 5,789,000 Statement of Operations for the Three Months Ended June 30, 2021 Basic diluted weighted 20,149,678 2,231,858 22,381,536 Basic and diluted net $ — $ (0.77) $ (0.77) Basic diluted weighted 8,795,322 (3,006,322) 5,789,000 Basic diluted net $ (2.46) $ 1.69 $ (0.77) Statement of Operations for the Six Months Ended June 30, 2021 Basic diluted weighted 19,714,293 2,667,243 22,381,536 Basic and diluted net $ — $ (0.45) $ (0.45) Basic diluted weighted 9,230,707 (3,441,707) 5,789,000 Basic diluted net $ (1.38) $ 0.93 $ (0.45) |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - ROMAN DBDR TECH ACQUISITION CORP. | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Schedule of reconciliation of Class A common stocks reflected in the condensed balance sheets | At December 31, 2020, the common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 231,560,000 Less: Proceeds allocated to Public Warrants $ (12,156,900) Class A common stocks issuance costs $ (12,491,903) Plus: Accretion of carrying value to redemption value $ 29,280,003 Class A common stocks subject to possible redemption $ 236,191,200 | At September 30, 2021 and December 31, 2020, the Class A common stocks reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 231,560,000 Less: Proceeds allocated to Public Warrants $ (12,156,900) Class A common stocks issuance costs $ (12,491,903) Plus: Accretion of carrying value to redemption value $ 29,280,003 Class A common stocks subject to possible redemption $ 236,191,200 |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from August 21, 2020 (inception) Through December 31, 2020 Class A Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 22,970 Unrealized gain on marketable securities held in Trust Account 919 Less: interest available to be withdrawn for payment of taxes (23,889) Net Income $ — Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 19,525,316 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net Loss $ (5,340,678) Net income allocable to Class A common stock subject to possible redemption — Non-Redeemable Net Loss $ (5,340,678) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable common stock, 7,018,311 Basic and diluted net loss per share, Non-Redeemable $ (0.76) The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 21, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net loss, as adjusted $ (4,136,863) $ (1,203,815) Denominator: Basic and diluted weighted average shares outstanding 19,250,109 5,601,728 Basic and diluted net loss per common stock $ (0.21) $ (0.21) | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Period from August 21, Three Months Ended Nine Months Ended 2020 (Inception) Through September 30, 2021 September 30, 2021 September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net loss per common stock Numerator: Allocation of net income (loss), as adjusted $ 140,438 $ 36,473 $ (9,960,630) $ (2,586,899) $ — $ — Denominator: Basic and diluted weighted average shares outstanding 22,290,037 5,789,000 22,290,037 5,789,000 — — Basic and diluted net income (loss) per common stock $ 0.01 $ 0.01 $ (0.45) $ (0.45) $ — $ — |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) - ROMAN DBDR TECH ACQUISITION CORP. | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Schedule of Company's assets that are measured at fair value on a recurring basis | December 31, Description Level 2020 Assets: Marketable securities held in Trust Account 1 $ 236,215,089 Liabilities: Warrant Liability – Public Warrants 1 14,125,160 Warrant Liability – Private Placement Warrants 3 13,330,002 | September 30, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account 1 $ 236,289,574 $ 236,215,089 Liabilities: Warrant Liability - Public Warrants 1 18,640,580 14,125,160 Warrant Liability - Private Placement Warrants 3 18,098,458 13,330,002 |
Schedule of significant inputs to the Monte Carlo Simulation for the fair value | November 5, 2020 December 31, (Initial 2020 (Subsequent Input Measurement) Measurement) Risk-free interest rate 0.36 % 0.37 % Expected term (years) 5 5.05 Expected volatility 20.0 % 18.5 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 9.48 $ 10.11 | November 5, December 31, September 30, 2021 2020 (Initial 2020 (Subsequent (Subsequent Input Measurement) Measurement) Measurement) Risk-free interest rate 0.36 % 0.37 % 1.02 % Expected term (years) 5.00 5.05 5.21 Expected volatility 20.0 % 18.5 % 21.6 % Exercise price $ 11.50 $ 11.50 $ 11.50 Fair value of Units $ 9.48 $ 10.11 $ 1.61 |
Summary of gross holding losses and fair value of held-to-maturity securities | Fair Value measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 236,289,574 $ — $ — $ 236,289,574 Warrant Derivative Liability: Public Warrants $ 18,640,580 $ — $ — $ 18,640,580 Private Placement Warrants — — 18,098,458 18,098,458 Total Warrant Derivative Liability $ 18,640,580 $ — $ 18,098,458 $ 36,739,038 Fair Value measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Cash and Marketable Securities Held in Trust $ 236,215,089 $ — $ — $ 236,215,089 Warrant Derivative Liability: Public Warrants $ 14,125,160 $ — $ — $ 14,125,160 Private Placement Warrants — — 13,330,002 13,330,002 Total Warrant Derivative Liability $ 14,125,160 $ — $ 13,330,002 $ 27,455,162 | |
Schedule of changes in the fair value of warrant liabilities | Private Placement Public Warrant Liabilities Fair value as of August 21, 2020 $ — $ — $ — Initial measurement on November 5, 2020 11,487,644 12,156,900 23,644,544 Change in valuation inputs or other assumptions 1,842,358 1,968,260 3,810,618 Fair value as of December 31, 2020 $ 13,330,002 $ 14,125,160 $ 27,455,162 | Private Placement Public Warrant Liabilities Fair value as of August 21, 2020 $ — $ — $ — Initial measurement on November 6, 2020 11,487,644 12,156,900 23,644,544 Change in valuation inputs or other assumptions 1,842,358 1,968,260 3,810,618 Fair value as of December 31, 2020 $ 13,330,002 $ 14,125,160 $ 27,455,162 Change in valuation inputs or other assumptions 9,753,660 9,841,300 19,594,960 Fair value as of September 30, 2021 $ 18,098,458 $ 18,640,580 $ 36,739,038 |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Nov. 17, 2020USD ($)$ / sharesshares | Nov. 12, 2020USD ($)$ / sharesshares | Nov. 10, 2020USD ($)$ / sharesshares | May 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Jun. 06, 2021USD ($) | Dec. 31, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Cash | $ 13,422,000 | $ 12,236,000 | $ 26,728,000 | |||||
ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 23,156,000 | |||||||
Price per share | $ / shares | $ 10.20 | |||||||
Share price per share | $ / shares | $ 9.20 | |||||||
Proceeds from sale of Private Warrants | $ 10,837,400 | |||||||
Transaction costs | 50,000,000 | |||||||
Cash underwriting fees | 4,631,200 | |||||||
Deferred underwriting fee payable | 8,104,600 | 8,104,600 | ||||||
Other offering costs | 470,813 | |||||||
Cash | 603,615 | 15,158 | ||||||
Investment of cash into Trust Account | $ 236,191,200 | |||||||
Condition for future business combination use of proceeds percentage | 80 | |||||||
Condition for future business combination threshold percentage ownership | 50 | |||||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | |||||||
Redemption limit percentage without prior consent | 15 | |||||||
Working capital deficit | 2,247,947 | |||||||
Franchise and income taxes payable | 150,000 | |||||||
Interest income earned from trust account available to pay tax obligations | 98,374 | |||||||
Maximum allowed dissolution expenses | $ 100,000 | |||||||
Marketable securities held in Trust Account | 236,215,089 | $ 236,289,574 | ||||||
Private Placement Warrants | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 1,156,000 | 1,156,000 | ||||||
Price per share | $ / shares | $ 10 | $ 10 | ||||||
Gross proceeds from sale of units | $ 462,400 | |||||||
Price of warrants | $ / shares | $ 1 | |||||||
Additional units sold of shares | shares | 462,400 | |||||||
Proceeds from sale of Private Warrants | $ 10,375,000 | |||||||
Amount deposited into Trust Account | 11,791,200 | |||||||
Aggregate proceeds held in the Trust Account | $ 236,191,200 | 236,191,200 | ||||||
Public Warrants | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Share price per share | $ / shares | $ 9.20 | |||||||
Initial Public Offering | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 22,000,000 | 22,000,000 | ||||||
Price per share | $ / shares | $ 10 | $ 10 | ||||||
Share price per share | $ / shares | $ 10.20 | $ 10.20 | ||||||
Gross proceeds from sale of units | $ 220,000,000 | |||||||
Transaction costs | $ 13,206,613 | |||||||
Cash underwriting fees | 4,631,200 | |||||||
Other offering costs | $ 470,813 | |||||||
Threshold minimum aggregate fair market value as a percentage of the assets held in the trust account | 80.00% | |||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |||||||
Threshold business days for redemption of public shares | 10 days | |||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||||||
Threshold percentage of public shares subject to redemption without the Company's prior written consent | 15.00% | |||||||
Initial Public Offering | Class A common stock | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from issuance initial public offering | $ 224,400,000 | |||||||
Private Placement | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Price per share | $ / shares | $ 10.20 | |||||||
Investment of cash into Trust Account | $ 224,400,000 | |||||||
Private Placement | Private Placement Warrants | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 10,375,000 | |||||||
Gross proceeds from sale of units | $ 10,375,000 | |||||||
Price of warrants | $ / shares | $ 1 | |||||||
Proceeds from sale of Private Warrants | $ 10,375,000 | $ 10,375,000 | ||||||
Over-allotment | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 1,156,000 | |||||||
Price per share | $ / shares | $ 10 | |||||||
Over-allotment | Private Placement Warrants | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Price of warrants | $ / shares | $ 1 | |||||||
Proceeds from sale of Private Warrants | $ 462,400 | $ 12,022,400 | ||||||
Sponsor | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Transaction costs | $ 35,000,000 | |||||||
Advance received from related party | $ 130,000 | |||||||
Related Party Loans | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Maximum loans convertible into warrants | $ 1,500,000 | 1,500,000 | ||||||
Related Party Loans | Sponsor | ROMAN DBDR TECH ACQUISITION CORP. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Price of warrants | $ / shares | $ 1 | |||||||
Promissory notes, outstanding balance | $ 0 | |||||||
Maximum loans convertible into warrants | $ 1,500,000 |
RESTATEMENT OF PREVIOUSLY ISS_6
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 21 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Nov. 10, 2020 | Sep. 30, 2020 | Aug. 20, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Redemption value per share of Class A common stock | $ 10 | |||||||||
Minimum net tangible assets | $ 5,000,001 | |||||||||
Number of units issued | 23,156,000 | |||||||||
Balance Sheet | ||||||||||
Common stock subject to possible redemption | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | 236,191,200 | $ 224,400,000 | ||
Additional paid-in capital | 0 | 0 | 0 | |||||||
Accumulated deficit | (47,320,699) | (25,665,059) | (34,596,260) | (34,596,260) | (34,596,260) | (47,320,699) | (47,143,789) | (29,119,658) | ||
Accumulated deficit | (34,596,259) | (34,596,259) | (34,596,259) | |||||||
Total Stockholders' Equity (Deficit) | (47,320,121) | (25,664,481) | (34,595,681) | (34,595,681) | (34,595,681) | (47,320,121) | (47,143,210) | (29,119,025) | $ 24,283 | $ 0 |
Statement of Changes in Stockholders' Equity (Deficit) | ||||||||||
Accretion for Class A common stock to redemption amount | $ (29,279,949) | 29,280,003 | ||||||||
Total Stockholders' Equity (Deficit) | $ (47,320,121) | $ (25,664,481) | $ (47,320,121) | |||||||
Statement of Cash Flows | ||||||||||
Initial classificiation of Class A common stock subject to possible redemption | 236,191,200 | |||||||||
Statement of Operations | ||||||||||
Basic weighted average shares outstanding | 5,601,728 | |||||||||
Diluted weighted average shares outstanding | 5,601,728 | |||||||||
Basic net income (loss) per common stock | $ (0.21) | |||||||||
Diluted net income (loss) per common stock | $ (0.21) | |||||||||
Class A common stock subject to possible redemption | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Minimum net tangible assets | 5,000,001 | $ 5,000,001 | 5,000,001 | |||||||
Number of units issued | 23,156,000 | |||||||||
Balance Sheet | ||||||||||
Common stock subject to possible redemption | 236,191,200 | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | ||||||
Statement of Operations | ||||||||||
Basic weighted average shares outstanding | 22,381,536 | 22,381,536 | 19,250,109 | 19,250,109 | 22,381,536 | |||||
Diluted weighted average shares outstanding | 22,381,536 | 22,381,536 | 19,250,109 | 19,250,109 | 22,381,536 | |||||
Basic net income (loss) per common stock | $ (0.77) | $ 0.32 | $ (0.21) | $ (0.45) | ||||||
Diluted net income (loss) per common stock | $ (0.77) | $ 0.32 | $ (0.21) | $ (0.45) | ||||||
Non Redeemable Common Stock | ||||||||||
Statement of Operations | ||||||||||
Basic weighted average shares outstanding | 5,789,000 | 5,789,000 | 7,018,311 | 5,601,728 | 5,789,000 | |||||
Diluted weighted average shares outstanding | 5,789,000 | 5,789,000 | 5,601,728 | 5,789,000 | ||||||
Basic net income (loss) per common stock | $ (0.77) | $ (0.76) | $ (0.96) | $ (0.45) | ||||||
Diluted net income (loss) per common stock | $ (0.77) | $ (0.96) | $ (0.45) | |||||||
As Previously Reported | ||||||||||
Balance Sheet | ||||||||||
Common stock subject to possible redemption | $ 183,871,069 | $ 205,526,716 | 196,595,514 | $ 196,595,514 | $ 196,595,514 | $ 183,871,069 | 190,280,971 | |||
Common stock | 513 | 301 | 389 | 389 | 389 | 513 | 335 | |||
Additional paid-in capital | 23,064,036 | 1,408,601 | 10,339,715 | 10,339,715 | 10,339,715 | 23,064,036 | 6,303,578 | |||
Accumulated deficit | (18,065,118) | 3,590,522 | (18,065,118) | (1,304,542) | ||||||
Accumulated deficit | (5,340,678) | (5,340,678) | (5,340,678) | |||||||
Total Stockholders' Equity (Deficit) | 5,000,010 | 5,000,003 | 5,000,005 | 5,000,005 | 5,000,005 | 5,000,010 | 5,000,004 | |||
Statement of Changes in Stockholders' Equity (Deficit) | ||||||||||
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses | 206,911,197 | |||||||||
Common stock subject to redemption | 196,595,514 | |||||||||
Change in value of common stock subject to redemption | 21,655,640 | |||||||||
Total Stockholders' Equity (Deficit) | $ (25,664,481) | $ (34,595,681) | (25,664,481) | |||||||
Statement of Cash Flows | ||||||||||
Initial classificiation of Class A common stock subject to possible redemption | 224,215,068 | $ 8,931,202 | ||||||||
As Previously Reported | Class A common stock subject to possible redemption | ||||||||||
Balance Sheet | ||||||||||
Common stock subject to possible redemption | 196,595,514 | 196,595,514 | 196,595,514 | 190,280,971 | ||||||
Common stock | 389 | 389 | 389 | 335 | ||||||
Additional paid-in capital | 10,339,715 | 10,339,715 | 10,339,715 | 6,303,578 | ||||||
Accumulated deficit | (5,340,678) | (5,340,678) | (5,340,678) | (1,304,542) | ||||||
Total Stockholders' Equity (Deficit) | 5,000,005 | 5,000,005 | $ 5,000,005 | 5,000,004 | ||||||
Statement of Operations | ||||||||||
Basic weighted average shares outstanding | 20,149,678 | 20,149,678 | 21,828,647 | 19,714,293 | ||||||
Diluted weighted average shares outstanding | 20,149,678 | 20,149,678 | 21,828,647 | 19,714,293 | ||||||
As Previously Reported | Non Redeemable Common Stock | ||||||||||
Statement of Operations | ||||||||||
Basic weighted average shares outstanding | 8,795,322 | 9,670,930 | 6,078,552 | 9,230,707 | ||||||
Diluted weighted average shares outstanding | 8,795,322 | 9,670,930 | 6,078,552 | 9,230,707 | ||||||
Basic net income (loss) per common stock | $ (2.46) | $ (0.88) | $ (1.38) | |||||||
Diluted net income (loss) per common stock | $ (2.46) | $ (0.88) | $ (1.38) | |||||||
Adjustments | ||||||||||
Balance Sheet | ||||||||||
Common stock subject to possible redemption | $ 52,320,131 | $ (30,664,484) | 39,595,686 | 39,595,686 | $ 39,595,686 | $ 52,320,131 | 34,119,029 | |||
Common stock | (513) | (301) | (389) | (389) | (389) | (513) | (335) | |||
Additional paid-in capital | (23,064,036) | (1,408,601) | (10,339,715) | (10,339,715) | (10,339,715) | (23,064,036) | (6,303,578) | |||
Accumulated deficit | (29,255,581) | (29,255,581) | (29,255,581) | (27,815,116) | ||||||
Accumulated deficit | (29,255,581) | (29,255,581) | (29,255,581) | |||||||
Total Stockholders' Equity (Deficit) | (52,320,131) | (30,664,483) | (39,595,684) | (39,595,684) | (39,595,684) | (52,320,131) | (34,119,029) | |||
Statement of Changes in Stockholders' Equity (Deficit) | ||||||||||
Sale of 23,156,000 Units, net of underwriting discounts and offering expenses | (206,911,197) | |||||||||
Common stock subject to redemption | (196,595,514) | |||||||||
Change in value of common stock subject to redemption | (21,655,640) | |||||||||
Accretion for Class A common stock to redemption amount | (29,279,949) | |||||||||
Total Stockholders' Equity (Deficit) | $ (21,655,640) | $ 8,931,200 | (21,655,640) | |||||||
Statement of Cash Flows | ||||||||||
Initial classificiation of Class A common stock subject to possible redemption | 11,976,132 | $ (8,931,202) | ||||||||
Adjustments | Class A common stock subject to possible redemption | ||||||||||
Balance Sheet | ||||||||||
Common stock subject to possible redemption | 39,595,686 | 39,595,686 | 39,595,686 | 34,119,029 | ||||||
Common stock | (389) | (389) | (389) | (335) | ||||||
Additional paid-in capital | (10,339,715) | (10,339,715) | (10,339,715) | (6,303,578) | ||||||
Accumulated deficit | (29,255,581) | (29,255,581) | (29,255,581) | (27,815,116) | ||||||
Total Stockholders' Equity (Deficit) | $ (39,595,684) | (39,595,684) | $ (39,595,684) | $ (34,119,029) | ||||||
Statement of Changes in Stockholders' Equity (Deficit) | ||||||||||
Accretion for Class A common stock to redemption amount | $ (29,279,949) | |||||||||
Statement of Operations | ||||||||||
Basic weighted average shares outstanding | 2,231,858 | 2,231,858 | (2,578,538) | 2,667,243 | ||||||
Diluted weighted average shares outstanding | 2,231,858 | 2,231,858 | (2,578,538) | 2,667,243 | ||||||
Basic net income (loss) per common stock | $ (0.77) | $ 0.32 | $ (0.45) | |||||||
Diluted net income (loss) per common stock | $ (0.77) | $ 0.32 | $ (0.45) | |||||||
Adjustments | Non Redeemable Common Stock | ||||||||||
Statement of Operations | ||||||||||
Basic weighted average shares outstanding | (3,006,322) | (3,881,930) | (476,824) | (3,441,707) | ||||||
Diluted weighted average shares outstanding | (3,006,322) | (3,881,930) | (476,824) | (3,441,707) | ||||||
Basic net income (loss) per common stock | $ 1.69 | $ (0.08) | $ 0.93 | |||||||
Diluted net income (loss) per common stock | $ 1.69 | $ (0.08) | $ 0.93 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Cash equivalents | $ 0 | $ 0 |
Total Offering Costs | 13,206,613 | |
Cash underwriting fees | 4,631,200 | |
Deferred Offering Costs Non current | 8,104,600 | 8,104,600 |
Other offering costs | 470,813 | |
Offering Cost Charged To Expense | 714,710 | 714,710 |
Offering Cost Charged To Stock Holders Equity | 12,491,903 | |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 |
Stock Repurchased During Period, Shares | 22,415,400 | |
Cash, FDIC Insured Amount | 250,000 | $ 250,000 |
Deferred tax asset | 34,672 | |
Valuation allowance on deferred tax asset | $ 34,672 | |
Effective tax rate (as a percent) | 0.00% | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 22,415,400 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A common stocks reflected in the condensed balance sheets (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 4 Months Ended | 21 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Nov. 10, 2020 | |
Gross proceeds | $ 231,560,000 | $ 231,560,000 | |||
Proceeds allocated to Public Warrants | 12,156,900 | (12,156,900) | |||
Class A common stocks issuance costs | 12,491,903 | (12,491,903) | |||
Accretion of carrying value to redemption value | (29,279,949) | 29,280,003 | |||
Class A common stocks subject to possible redemption | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | $ 236,191,200 | $ 224,400,000 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Denominator: | ||||
Basic weighted average shares outstanding | 5,601,728 | |||
Diluted weighted average shares outstanding | 5,601,728 | |||
Basic net income (loss) per common stock | $ (0.21) | |||
Diluted net income (loss) per common stock | $ (0.21) | |||
Class A common stock | ||||
Numerator: | ||||
Allocation of net income (loss), as adjusted | $ 140,438 | $ (4,136,863) | $ (9,960,630) | |
Denominator: | ||||
Basic weighted average shares outstanding | 22,290,037 | 19,250,109 | 22,290,037 | |
Diluted weighted average shares outstanding | 0 | 22,290,037 | 19,250,109 | 22,290,037 |
Basic net income (loss) per common stock | $ 0.01 | $ (0.21) | $ (0.45) | |
Diluted net income (loss) per common stock | $ 0 | $ 0.01 | $ (0.21) | $ (0.45) |
Class B common stock | ||||
Numerator: | ||||
Allocation of net income (loss), as adjusted | $ 36,473 | $ (1,203,815) | $ (2,586,899) | |
Denominator: | ||||
Basic weighted average shares outstanding | 5,500,000 | 5,789,000 | 5,601,728 | 5,789,000 |
Diluted weighted average shares outstanding | 5,500,000 | 5,789,000 | 5,601,728 | 5,789,000 |
Basic net income (loss) per common stock | $ 0.01 | $ (0.21) | $ (0.45) | |
Diluted net income (loss) per common stock | $ 0 | $ 0.01 | $ (0.21) | $ (0.45) |
Redeemable Class Common Stock | ||||
Denominator: | ||||
Basic weighted average shares outstanding | 19,525,316 | |||
Basic net income (loss) per common stock | $ 0 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - ROMAN DBDR TECH ACQUISITION CORP. - $ / shares | Nov. 17, 2020 | Nov. 10, 2020 | Nov. 05, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units (in shares) | 23,156,000 | |||
Shares Issued, Price Per Share | $ 10.20 | |||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants in a unit | 0.5 | |||
Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Common shares, par value (in dollars per share) | 0.0001 | |||
Class A common stock | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units (in shares) | 22,000,000 | 22,000,000 | ||
Shares Issued, Price Per Share | $ 10 | $ 10 | ||
Initial Public Offering | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Initial Public Offering | Class A common stock | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issuable per warrant | 1 | |||
Common shares, par value (in dollars per share) | $ 0.0001 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units (in shares) | 1,156,000 | |||
Shares Issued, Price Per Share | $ 10 | |||
Number of shares in a unit | 1,156,000 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | Nov. 17, 2020 | Nov. 12, 2020 | Nov. 10, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate purchase price | $ 10,837,400 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | 10,375,000 | |||
Price of warrants | $ 1 | |||
Aggregate purchase price | $ 10,375,000 | |||
Number of shares per warrant | 462,400 | |||
Exercise price of warrants | $ 1 | $ 11.50 | ||
Over-allotment | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | 462,400 | |||
Price of warrants | $ 1 | |||
Aggregate purchase price | $ 462,400 | $ 12,022,400 | ||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | 10,375,000 | |||
Price of warrants | $ 1 | |||
Aggregate purchase price | $ 10,375,000 | $ 10,375,000 | ||
Number of shares per warrant | 1 | |||
Exercise price of warrants | $ 11.50 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | Oct. 26, 2020 | Aug. 26, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Nov. 17, 2020 |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, shares outstanding (in shares) | 5,789,000 | |||||
Shares no longer subject to forfeiture | 289,000 | |||||
Founder Shares | Over-allotment | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares subject to forfeiture (in shares) | 536,000 | |||||
Sponsor | Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 25,000 | |||||
Aggregate purchase of common shares | 1,581,250 | |||||
Common shares, shares outstanding (in shares) | 6,325,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Sponsor | Founder Shares | Over-allotment | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares subject to forfeiture (in shares) | 825,000 | |||||
Class B common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, shares outstanding (in shares) | 5,789,000 | 5,789,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Class B common stock | Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, shares outstanding (in shares) | 5,789,000 | |||||
Class B common stock | Sponsor | Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 25,000 | |||||
Number of shares issued | 7,906,250 | |||||
Common shares, shares outstanding (in shares) | 6,325,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Additional information (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | Nov. 10, 2020 | Nov. 06, 2020 | May 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 06, 2021 | Aug. 26, 2020 |
Related Party Transaction [Line Items] | ||||||||
Expenses incurred and paid | $ 10,200 | $ 50,200 | ||||||
Repayment of promissory note - related party | $ 95,657 | 1,600 | ||||||
Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advance received from related party | $ 130,000 | |||||||
Administrative Support Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses per month | $ 10,000 | |||||||
Expenses incurred and paid | 14,450 | |||||||
Promissory Note with Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||
Promissory note - related party | 0 | 0 | ||||||
Repayment of promissory note - related party | $ 95,657 | 95,657 | ||||||
Related Party Loans | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum loans convertible into warrants | 1,500,000 | 1,500,000 | $ 1,500,000 | |||||
Related Party Loans | Working capital loans warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price of warrants | $ 1 | |||||||
Working capital loan outstanding | $ 0 | $ 0 | $ 0 | |||||
Related Party Loans | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum borrowing capacity of related party promissory note | $ 1,500,000 | |||||||
Maximum loans convertible into warrants | $ 1,500,000 | |||||||
Price of warrants | $ 1 |
COMMITMENTS (Details)_2
COMMITMENTS (Details) - ROMAN DBDR TECH ACQUISITION CORP. | Apr. 19, 2021USD ($)Vote$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)item$ / shares | Sep. 30, 2021USD ($)item$ / shares | Nov. 10, 2020$ / shares |
Commitments And Contingencies [Line Items] | |||||
Maximum number of demands for registration of securities | item | 3 | 3 | |||
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.35 | |||
Aggregate Deferred Underwriting Fee Payable | $ 8,104,600 | ||||
Share Price | $ / shares | $ 9.20 | ||||
Aggregate purchase price | $ 25,000 | $ 25,000 | |||
Net Tangible Asset | $ 5,000,001 | ||||
Transaction Costs Source2 | 50,000,000 | ||||
Remaining Trust Cash | 210,000,000 | ||||
Net indebtedness of composecure | 250,000,000 | ||||
Amount of cash on hand at composecure | 5,000,000 | ||||
Sponsor | |||||
Commitments And Contingencies [Line Items] | |||||
Transaction Costs Source2 | 35,000,000 | ||||
Initial Public Offering | |||||
Commitments And Contingencies [Line Items] | |||||
Deferred underwriting fee payable | $ 8,104,600 | ||||
Share Price | $ / shares | $ 10.20 | $ 10.20 | |||
Transaction Costs Source2 | $ 13,206,613 | ||||
Merger agreement | |||||
Commitments And Contingencies [Line Items] | |||||
Number of votes per issued share | Vote | 1 | ||||
Number of shares issued per share of composecure unit | shares | 1 | ||||
Aggregate equity paid to CompoSecure | $ 853,000,000 | ||||
Cash included in aggregate consideration | 236,200,000 | ||||
CompoSecure's Senior Exchangeable | $ 130,000,000 | ||||
Share Price | $ / shares | $ 10 | ||||
CompoSecure Equity Holders | $ 7,500,000 | ||||
Tax Receivable Agreement | 90.00% | ||||
Merger agreement | Class A common stock | Private Placement | |||||
Commitments And Contingencies [Line Items] | |||||
Investors | shares | 45,000,000 | ||||
Subscription agreement | |||||
Commitments And Contingencies [Line Items] | |||||
CompoSecure's Senior Exchangeable | $ 130,000,000 | ||||
Share Price | $ / shares | $ 10 | ||||
Aggregate purchase price | $ 45,000,000 | ||||
Interest Rate | 7.00% | ||||
Subscription agreement | Class A common stock | |||||
Commitments And Contingencies [Line Items] | |||||
Investors | shares | 4,500,000 | ||||
Conversion Price | $ / shares | $ 11.50 |
STOCKHOLDER'S EQUITY - Preferre
STOCKHOLDER'S EQUITY - Preferred Stock Shares (Details) - ROMAN DBDR TECH ACQUISITION CORP. - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common_2
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) - ROMAN DBDR TECH ACQUISITION CORP. | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2021Vote$ / sharesshares | |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 23,156,000 | |
Common shares, shares outstanding (in shares) | 23,156,000 | |
Class A common stock subject to possible redemption | ||
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 23,156,000 | 23,156,000 |
Common shares, shares outstanding (in shares) | 23,156,000 | 23,156,000 |
Class A common stock not subject to possible redemption | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | 1 |
Common shares, shares issued (in shares) | 5,789,000 | 5,789,000 |
Common shares, shares outstanding (in shares) | 5,789,000 | 5,789,000 |
Conversion ratio | 1 | 1 |
Initial Business Combination, Shares Issuable As A Percent Of Outstanding Shares | 20.00% |
WARRANTS (Details)_2
WARRANTS (Details) | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020$ / shares | Sep. 30, 2021Ditem$ / shares | |
Class of Warrant or Right [Line Items] | ||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
ROMAN DBDR TECH ACQUISITION CORP. | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Threshold period for filling registration statement after business combination | 15 days | |
Share price per share | $ 9.20 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ROMAN DBDR TECH ACQUISITION CORP. | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 | |
Threshold consecutive trading days for redemption of public warrants | 30 | |
Redemption period | 3 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Public Warrants | ROMAN DBDR TECH ACQUISITION CORP. | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Threshold period for filling registration statement after business combination | 15 days | |
Maximum threshold period for registration statement to become effective after business combination | 60 days | |
Share price per share | $ 9.20 | |
Threshold business days before sending notice of redemption to warrant holders | 20 days | |
Percentage Of Gross Proceeds On Total Equity Proceeds | 60.00% | |
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent) | 115 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ROMAN DBDR TECH ACQUISITION CORP. | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Threshold trading days for redemption of public warrants | item | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Redemption period | 3 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | Nov. 05, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Held-to-maturity Securities [Line Items] | |||
Cash and marketable securities held in Trust Account | $ 236,289,574 | $ 236,215,089 | |
Public Warrants | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Warrants outstanding | 11,578,000 | ||
Number of warrants in a unit | 0.5 | ||
Private Placement Warrants | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Warrants outstanding | 10,837,400 | ||
Cash | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Cash and marketable securities held in Trust Account | $ 939 | ||
Money Market Funds | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Cash and marketable securities held in Trust Account | $ 236,289,574 | ||
Class A common stock | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Number of shares in a unit | 1 |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair value hierarchy of the valuation inputs (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable securities held in Trust Account | $ 236,289,574 | $ 236,215,089 |
Liabilities: | ||
Warrant Liability | 27,455,162 | |
Recurring | ||
Liabilities: | ||
Warrant Liability | 36,739,038 | 27,455,162 |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 236,289,574 | 236,215,089 |
Liabilities: | ||
Warrant Liability | 18,640,580 | 14,125,160 |
Level 3 | Recurring | ||
Liabilities: | ||
Warrant Liability | 18,098,458 | 13,330,002 |
U.S. Treasury Securities | ||
Assets: | ||
Marketable securities held in Trust Account | 236,214,150 | |
Cash | ||
Assets: | ||
Marketable securities held in Trust Account | 939 | |
Public Warrants | ||
Liabilities: | ||
Warrant Liability | 18,640,580 | 14,125,160 |
Public Warrants | Recurring | ||
Liabilities: | ||
Warrant Liability | 18,640,580 | 14,125,160 |
Public Warrants | Level 1 | Recurring | ||
Liabilities: | ||
Warrant Liability | 18,640,580 | 14,125,160 |
Private Placement Warrants | ||
Liabilities: | ||
Warrant Liability | 18,098,458 | 13,330,002 |
Private Placement Warrants | Recurring | ||
Liabilities: | ||
Warrant Liability | 18,098,458 | 13,330,002 |
Private Placement Warrants | Level 1 | Recurring | ||
Liabilities: | ||
Warrant Liability | 13,330,002 | |
Private Placement Warrants | Level 3 | Recurring | ||
Liabilities: | ||
Warrant Liability | $ 18,098,458 | $ 13,330,002 |
FAIR VALUE MEASUREMENTS - Mon_2
FAIR VALUE MEASUREMENTS - Monte Carlo Simulation for the fair value (Details) - ROMAN DBDR TECH ACQUISITION CORP. | Sep. 30, 2021 | Dec. 31, 2020 | Nov. 05, 2020 |
Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 1.02 | 0.37 | 0.36 |
Expected term (years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 5.21 | 5.05 | 5 |
Expected volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 21.6 | 18.5 | 20 |
Exercise price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 11.50 | 11.50 | 11.50 |
Fair value of Units | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 1.61 | 10.11 | 9.48 |
FAIR VALUE MEASUREMENTS - Gross
FAIR VALUE MEASUREMENTS - Gross holding gains and fair value of held-to-maturity securities (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 2 Months Ended | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Total Warrant Derivative Liability | $ 27,455,162 | $ 27,455,162 | |
Transfers into level 3 | $ 0 | ||
Transfers out of level 3 | 12,156,900 | 0 | |
Public Warrants | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Total Warrant Derivative Liability | 14,125,160 | 14,125,160 | 18,640,580 |
Private Placement Warrants | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Total Warrant Derivative Liability | 13,330,002 | 13,330,002 | 18,098,458 |
Recurring | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Cash and Marketable Securities Held in Trust | 236,215,089 | 236,289,574 | |
Total Warrant Derivative Liability | 27,455,162 | 27,455,162 | 36,739,038 |
Recurring | Level 1 | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Cash and Marketable Securities Held in Trust | 236,215,089 | 236,289,574 | |
Total Warrant Derivative Liability | 14,125,160 | 14,125,160 | 18,640,580 |
Recurring | Level 3 | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Total Warrant Derivative Liability | 13,330,002 | 13,330,002 | 18,098,458 |
Recurring | Public Warrants | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Total Warrant Derivative Liability | 14,125,160 | 14,125,160 | 18,640,580 |
Recurring | Public Warrants | Level 1 | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Total Warrant Derivative Liability | 14,125,160 | 14,125,160 | 18,640,580 |
Recurring | Private Placement Warrants | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Total Warrant Derivative Liability | 13,330,002 | 13,330,002 | 18,098,458 |
Recurring | Private Placement Warrants | Level 1 | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Total Warrant Derivative Liability | 13,330,002 | 13,330,002 | |
Recurring | Private Placement Warrants | Level 3 | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Total Warrant Derivative Liability | $ 13,330,002 | $ 13,330,002 | $ 18,098,458 |
FAIR VALUE MEASUREMENTS - Cha_2
FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details) - ROMAN DBDR TECH ACQUISITION CORP. - USD ($) | 2 Months Ended | 4 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value at beginning of the period | $ 27,455,162 | ||
Initial measurement on November 6, 2020 | $ 23,644,544 | $ 23,644,544 | |
Change in valuation inputs or other assumptions | 3,810,618 | 3,810,618 | 19,594,960 |
Fair value at end of the period | 27,455,162 | 27,455,162 | 36,739,038 |
Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value at beginning of the period | 13,330,002 | ||
Initial measurement on November 6, 2020 | 11,487,644 | 11,487,644 | |
Change in valuation inputs or other assumptions | 1,842,358 | 1,842,358 | 9,753,660 |
Fair value at end of the period | 13,330,002 | 13,330,002 | 18,098,458 |
Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value at beginning of the period | 14,125,160 | ||
Initial measurement on November 6, 2020 | 12,156,900 | 12,156,900 | |
Change in valuation inputs or other assumptions | 1,968,260 | 1,968,260 | 9,841,300 |
Fair value at end of the period | $ 14,125,160 | $ 14,125,160 | $ 18,640,580 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets, Current [Abstract] | ||||||
Cash and cash equivalents | $ 12,236 | $ 13,422 | $ 26,728 | |||
Accounts receivable, net | 33,368 | 8,792 | 19,041 | |||
Inventories | 26,489 | 30,197 | 18,488 | |||
Prepaid expenses and other current assets | 861 | 1,077 | 899 | |||
Total Current Assets | 72,954 | 53,488 | 65,156 | |||
Property and equipment, net | 23,947 | 27,859 | 30,274 | |||
Deposits and other assets | 5,340 | 10 | 95 | |||
TOTAL ASSETS | 107,752 | 81,358 | 95,525 | |||
CURRENT LIABILITIES | ||||||
Accounts payable | 2,421 | 2,878 | ||||
Accrued expenses | 13,817 | 11,556 | 10,464 | |||
Bonus payable | 3,638 | 4,398 | ||||
Current portion of long-term debt | 24,000 | 24,000 | 14,000 | |||
Total Current Liabilities | 43,069 | 41,615 | 31,740 | |||
Long-term debt, net of deferred finance costs | 195,054 | 211,887 | 117,243 | |||
Line of credit | 15,000 | 20,000 | ||||
Other liabilities | 409 | 2,091 | ||||
TOTAL LIABILITIES | 258,118 | 273,911 | 151,074 | |||
MEMBERS' DEFICIT | (150,366) | (192,553) | $ (64,293) | (55,549) | $ (34,895) | $ (37,440) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 107,752 | $ 81,358 | $ 95,525 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
REVENUE | |||||
Net sales | $ 192,648 | $ 206,873 | $ 260,586 | $ 243,290 | $ 155,424 |
Cost of sales | 87,074 | 99,991 | 127,959 | 115,427 | 76,205 |
Gross profit | 105,574 | 106,882 | 132,627 | 127,863 | 79,219 |
OPERATING EXPENSES | |||||
Selling, general and administrative | 33,348 | 28,273 | 48,669 | 40,937 | 22,127 |
Loss from operations | 72,226 | 78,609 | 83,959 | 86,926 | 57,092 |
OTHER EXPENSE | |||||
Interest expense, net of interest income | (7,635) | (3,193) | (5,266) | (4,753) | (4,574) |
Amortization of deferred financing costs | (1,195) | (526) | (877) | (700) | (531) |
Net income (loss) | $ 63,396 | $ 74,890 | $ 77,816 | $ 81,473 | $ 51,987 |
Consolidated Statements of Memb
Consolidated Statements of Member's Deficit - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance at beginning | $ (192,553) | $ (55,549) | $ (55,549) | $ (34,895) | $ (37,440) |
Distributions | (22,333) | (85,107) | (216,668) | (103,808) | (50,656) |
Net loss | 63,396 | 74,890 | 77,816 | 81,473 | 51,987 |
Equity compensation expense | 1,124 | 1,473 | 1,848 | 1,681 | 1,214 |
Balance at ending | (150,366) | (64,293) | (192,553) | (55,549) | (34,895) |
Profits Interest | |||||
Balance at beginning | (4,092) | (1,165) | (1,165) | 752 | 2,024 |
Distributions | (813) | (2,194) | (5,054) | (4,157) | (2,899) |
Net loss | 1,378 | 1,628 | 1,692 | 1,770 | 1,130 |
Equity compensation expense | 164 | 317 | 434 | 470 | 497 |
Balance at ending | (3,363) | (1,413) | (4,092) | (1,165) | 752 |
Class A | Common Stock | |||||
Balance at beginning | (123,260) | (65,510) | (65,510) | (51,955) | (57,823) |
Distributions | (12,031) | (36,719) | (88,199) | (45,435) | (14,475) |
Net loss | 24,807 | 29,305 | 30,449 | 31,881 | 20,343 |
Balance at ending | (110,484) | (72,924) | (123,260) | (65,510) | (51,955) |
Class B | Common Stock | |||||
Balance at beginning | (69,269) | 8,471 | 8,471 | 14,865 | 17,633 |
Distributions | (9,489) | (46,195) | (123,415) | (54,216) | (33,282) |
Net loss | 37,211 | 43,957 | 45,675 | 47,822 | 30,514 |
Balance at ending | (41,547) | 6,233 | (69,269) | 8,471 | 14,865 |
Class C | Common Stock | |||||
Balance at beginning | 4,068 | 2,654 | 2,654 | 1,443 | 726 |
Equity compensation expense | 960 | 1,156 | 1,414 | 1,211 | 717 |
Balance at ending | $ 5,028 | $ 3,810 | $ 4,068 | $ 2,654 | $ 1,443 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITES | |||||
Net income | $ 63,396 | $ 74,890 | $ 77,816 | $ 81,473 | $ 51,987 |
Adjustments to reconcile net income to net cash provided by operating activities | |||||
Depreciation | 7,813 | 7,332 | 9,916 | 8,606 | 7,605 |
Equity compensation expense | 1,124 | 1,473 | 1,848 | 1,681 | 1,214 |
Inventory reserve | 1,157 | (473) | 410 | ||
Amortization of deferred finance costs | 1,167 | 526 | 842 | 669 | 501 |
Changes in assets and liabilities | |||||
Accounts receivable | (24,576) | (954) | 10,249 | 5,827 | (19,680) |
Inventories | 3,708 | (9,886) | (12,866) | (5,678) | (4,168) |
Prepaid expenses and other assets | 216 | 474 | (94) | 1,343 | (1,006) |
Other liabilities | 180 | (27) | (1,682) | 492 | (21) |
Trade accounts payable | (1,912) | 2,197 | (456) | (29) | 2,045 |
Accrued expenses | 2,260 | (2,523) | 332 | (12,726) | 83 |
Net cash used in operating activities | 48,046 | 73,587 | 87,062 | 81,186 | 38,970 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Acquisition of property and equipment | (3,900) | (7,199) | (7,501) | (9,642) | (9,064) |
Net cash (used in) provided by investing activities | (3,900) | (7,199) | (7,501) | (9,642) | (9,064) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from line of credit | 20,000 | 20,000 | 29,000 | ||
Payment of line of credit | (5,000) | (18,000) | (11,000) | ||
Proceeds from term loan | (18,000) | (10,500) | 117,500 | 76,000 | |
Payment of term loan | (10,500) | (11,000) | (6,000) | ||
Deferred finance costs related to debt origination | (3,199) | (1,032) | |||
Distributions to members' | (22,333) | (85,107) | (216,668) | (103,808) | (50,655) |
Net cash provided by financing activities | (45,333) | (75,607) | (92,867) | (57,840) | (38,655) |
Net Change in Cash | (1,187) | (9,219) | (13,306) | 13,704 | (8,749) |
Cash - Beginning of period | 13,422 | 26,728 | 26,728 | 13,024 | 21,773 |
Cash - End of period | 12,236 | 17,509 | 13,422 | 26,728 | 13,024 |
Supplementary disclosure of cash flow information | |||||
Cash paid during the year for interest | $ 7,635 | $ 2,113 | $ 5,317 | $ 4,889 | $ 4,703 |
DESCRIPTION OF ORGANIZATION A_5
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CompoSecure Holdings, L.L.C. (“CompoSecure”, or the “Company”) is a manufacturer and designer of complex metal, plastic, composite ID and proprietary financial transaction cards. The Company started operations in 2000 and provides products and services primarily to global financial institutions, plastic card manufacturers, government agencies, system integrators, and security specialists. The Company is located in Somerset, New Jersey. CompoSecure creates newly innovated, highly differentiated and customized quality financial payment products to support and increase its customer acquisition, customer retention and organic customer spend. CompoSecure’s customers consist primarily of leading international, foreign and domestic banks and other credit card issuers primarily within the United States of America (“U.S.”), Europe, Asia, Latin America, Canada, and the Middle East. CompoSecure has established a leading position in the financial payment card market through nearly over 20 years of innovation and experience and is focused primarily on this attractive subsector of the financial technology market. CompoSecure serves a diverse set of over 20 direct customers and over 80 indirect customers, including some of the largest issuers of credit cards in the U.S. On June 11, 2020, the Company implemented a holding company reorganization, and as a result, CompoSecure Holdings, L.L.C. became successor to Composecure L.L.C.. Pursuant to the reorganization, CompoSecure Holdings, L.L.C. became a holding company with no business operations of its own. CompoSecure Holdings, L.L.C. has recognized the assets and liabilities of Composecure L.L.C at the carryover basis. The consolidated financial statements of CompoSecure Holdings, L.L.C. present comparative information for prior periods on a consolidated basis, as if both CompoSecure Holdings, L.L.C. and CompoSecure, L.L.C. were under common control for all periods presented. |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The Financial Statements presented in this Quarterly Report are unaudited; however, in the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited interim condensed consolidated financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The unaudited interim condensed consolidated financial statements presented herein do not contain the required disclosures under GAAP for annual financial statements and should be read in conjunction with the annual audited financial statements and related notes of the Company as of and for the year ended December 31, 2020. Due to the global outbreak of the COVID-19 pandemic, the Company had been taking a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. 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 certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to. Significant areas requiring management to make estimates include the valuation of equity instruments. See Note 7 for further discussion of the nature of these assumptions and conditions. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at September 30, 2021 and December 31, 2020. 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 via Dun and Bradestreet credit monitoring service, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. Based on these measures, 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. Inventories Inventories are stated at the lower of cost or net realizable value, using 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 Revenue Recognition The Company recognizes revenue in accordance with accounting standard ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g., receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of September 30, 2021 and December 31, 2020. 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. The Company accounts for shipping and handling as activities fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed to customers for shipping and handling as revenue. 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. Fair value of financial instruments 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 ● 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 does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised 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 September 30, 2021 and December 31, 2020, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 5, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan. Segment Information The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President.The Company’s chief operating decision-maker 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 prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Recent Accounting Pronouncements — Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new lease guidance effective January 1, 2021 using the modified retrospective transition approach , applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The Company elected the package of practical expedients which permits to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change the Company’s previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of ROU assets of $6,298 and lease liabilities of $6,875. The difference between the ROU assets and the lease liabilities is primarily due to unamortized lease incentive and deferred rent related to the Company’s operating leases at December 31, 2020. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized its incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2021 adoption date. The Company utilized a synthetic credit rating model including fundamental analysis per S&P Global Market Intelligence. The Company then utilized the Bloomberg BVAL Pricing Source to determine the option- adjusted spread and added the United States Treasury Constant Maturity for the applicable terms to determine the term structure of the IBR. Based on these calculations, the Company determined applicable discount rates for various points along the yield curve as of January 1, 2021. As a reasonableness check for the yield curve, the Company considered its revolving credit agreement amendment on November 5, 2020, which extended the term of the agreement through November 5, 2023. The base interest rate on the loan was calculated as LIBOR plus 300 bps which approximates 3.14%. This rate was generally consistent with the yield curve derived, thus the Company determined that the yield curve was appropriate for determining the discount rates for its leases. The Company then interpolated the discount rates in the yield curve to determine the discount rate for each of its existing leases at January 1, 2021. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred, if any. The Company’s lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 5 years, some of which include options to extend the lease term for up to 3 years. The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, the Company will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease. Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. The Company recognizes lease expense for these leases on a straight- line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion. Effective April l , 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 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 $315 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 in 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 has exercised both renewal options with last one exercised in 2020. The base rent is currently approximately $89 per year, which reflects an annual 3% escalation factor. Effective June 16, 2016, the Company entered into a 10-year lease for a new facility. The lease contains escalating rental payments and terminates on September 30, 2026. The agreement also provides for a renewal option at a fixed rate. The base rent is currently approximately $801 per year, which reflects an annual 3% escalation factor. The Company’s leases have remaining lease terms of 1 to 5 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 the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021. ROU assets and lease liabilities related to our operating leases are as follows: Balance Sheet Classification September 30,2021 Right-of-use assets Right of use assets $ 5,511 Current lease liabilities Current portion of lease liabilities 1,105 Non-current lease liabilities Non-current portion of lease liabilities 4,995 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). The components of lease costs were as follows: Nine-month period ended September 30, 2021 Operating lease cost $ 979 Variable lease cost 322 Total lease cost $ 1,301 Future minimum commitments under all non-cancelable operating leases are as follows: 2021 (excluding the nine months ended September 30, 2021) $ 319 2022 1,294 2023 1,298 2024 1,263 2025 1,302 2026 1,096 Later years 97 Total lease payments 6,668 Less: Imputed interest 569 Present value of lease liabilities $ 6,100 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Nine-month period ended September 30, 2021 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 954 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ — Recent Accounting Pronouncements — Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 can be adopted as of March 12, 2020 and are effective through December 31, 2022. However, it cannot be applied to contract modifications that occur after December 31, 2022. The London Interbank Offered Rate (LIBOR) is expected to be phased out at the end 2021. We do not currently have any contracts that have been changed to a new reference rate, but we will continue to evaluate our contracts and the effects of this standard on our consolidated financial statements prior to adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The global outbreak of the COVID-19 pandemic continue to rapidly evolve. The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. 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. See Note 8 for further discussion of the nature of these assumptions and conditions. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature. Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at December 31, 2020 and 2019. Inventories Inventories are stated at the lower of cost or net realizable value, using 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 Revenue Recognition On January 1, 2019, the Company adopted the new accounting standard ASC 606, “revenue from Contracts with Customers” (Topic 606) (“ASC 606”) and the related amendments to all contracts with customers that were not completed as of the date of adoption using the modified retrospective method. As a result of the assessment, the Company determined that adoption of the new standard did not have a significant impact on its revenue recognition methodology. As a result of adopting the new guidance, the Company recognizes revenue 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. 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, 2020 and 2019. 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. The Company accounts for shipping and handling as activities to fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed to customers for shipping and handling as revenue. 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. Shipping and Handling Costs Amounts billed to customers for shipping and handling are classified as revenue. 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 $1,596, $1,752, and $1,177 for the years ended December 31, 2020, 2019, and 2018, respectively. Advertising The Company expenses the cost of advertising as incurred. Advertising expense of approximately $181, $313, and $397 for the years ended December 31, 2020, 2019, and 2018, respectively, were included in Selling, general and administrative expenses in the consolidated statements of operations. Income Taxes The Company is treated as a partnership and is not a tax paying entity for federal and state income tax purposes. The Company’s earnings and losses are included in the tax returns of the members. As such, no provisions were made for federal or state income taxes for the years ended December 31, 2020, 2019, and 2018. Federal, state and local income tax returns for years prior to 2017 longer subject to examination by tax authorities. Equity-Based Compensation The Company has an equity-based compensation plan and a profits interest which are described in more detail in Note 8. 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 estimates the fair value of each option on the date of grant using the calculated value method of the Black-Scholes option-pricing model. The calculated value of each option award is estimated at the grant date. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the Company’s employees and may vary based upon the behavior of different groups of employees. The Company has elected to use the calculated value method to account for the options it has issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine volatility, the Company used the historical closing values of comparable publicly held entities to estimate volatility.The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. 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. 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, 2020, 2019, and 2018 were salaries and commissions of $12,650, $14,824, and $8,865, transaction costs of $264, $1,065, and $56, and professional fees of $6,536, $4,546, and $3,822, respectively. 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 ● 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 does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised 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, 2020 and December 31, 2019, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 6, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan. 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 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 prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Recent Accounting Pronouncements — Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The ASU is effective for the Company on January 1, 2021 and the Company expects to adopt the new lease guidance on the effective date using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company does not expect to elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. While the Company continues to assess all of the effects of adoption, the Company believes the most significant effects relate to 1) the recognition of new ROU assets and lease liabilities on its balance sheet for its real estate operating leases and 2) providing significant new disclosures for its leasing activities. The Company also currently expects to elect the practical expedient not to separate lease and non-lease components for all of its leases. The Company expects to record the new ROU assets and the lease liabilities ranging from approximately $6,000 to $7,000 on the balance sheet as of January 1, 2121. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2020 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION As a result of adopting the new guidance, the Company recognizes revenue 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 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-lam materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the individual customers. 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 as 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. The Company accounts for shipping and handling as activities fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net sales, and classifies such costs as a component of costs of sales. Revenue is recognized net of variable consideration such as discounts, penalties, rebates, and returns. The Company’s products do not include an unmitigated right of return unless the product is damaged 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. Historically, returns have not been material to the Company. 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 three top customers comprising approximately 74.9%, 82.5% and 89.4% of total revenue in 2020, 2019 and 2018, respectively. 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, penalties, 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 elected to use certain practical expedients in connection with the implementation 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. The Company applies the practical expedient to not separately evaluate the effects of each contract modification before January 1, 2019. The election of these practical expedients results in accounting treatments that the Company believes are consistent with historical accounting policies and, therefore, these elections of practical expedients do not have a material impact on the comparability of the consolidated financial statements. |
INVENTORIES
INVENTORIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
INVENTORIES | ||
INVENTORIES | 3. INVENTORIES The major classes of inventories were as follows: September 30, 2021 December 31, 2020 Raw materials $ 27,293 $ 27,094 Work in process 1,457 1,055 Finished goods 352 3,999 Inventory reserve (2,613) (1,950) $ 26,489 $ 30,197 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. | 4. INVENTORIES The major classes of inventories were as follows: December 31, 2020 2019 Raw materials $ 27,094 $ 16,701 Work in process 1,055 1,538 Finished goods 3,999 1,042 Inventory reserve (1,950) (793) $ 30,197 $ 18,488 The Company reviews inventory for slow moving or obsolete amounts based on expected product sales volume and provides reserves against the carrying amount of inventory as appropriate. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Useful Life September 30, 2021 December 31, 2020 Machinery and equipment 5 – 10 years $ 59,199 $ 57,360 Furniture and fixtures 3 – 5 years 955 955 Computer equipment 3 – 5 years 925 908 Leasehold improvements Shorter of lease term or estimated useful life 11,075 10,875 Vehicles 5 years 264 264 Software 1 – 3 years 1,506 1,186 Construction in progress 2,043 519 Total 75,966 72,066 Less: Accumulated depreciation 52,019 44,207 $ 23,947 $ 27,859 Depreciation expense on property and equipment was $7,812 and $7,332 for the nine months ended September 30, 2021 and 2020, respectively. | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, Useful Life 2020 2019 Machinery and equipment 5 – 10 years $ 57,360 $ 48,722 Furniture and fixtures 3 – 5 years 955 955 Computer equipment 3 – 5 years 908 885 Shorter of lease term Leasehold improvements or estimated useful life 10,875 10,757 Vehicles 5 years 264 264 Software 1 – 3 years 1,186 841 Construction in progress 519 2,141 Total 72,066 64,565 Less: Accumulated depreciation 44,207 34,291 $ 27,859 $ 30,274 Depreciation expense for the years ended December 31, 2020, 2019, and 2018, was $9,916, $8,606, and $7,605, respectively. |
DEBT
DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
DEBT | 5. DEBT On July 26, 2016, the Company entered into a $120,000 credit facility with JP Morgan Chase (“JPMC”) acting as the lending agent (“2016 Credit Facility”). The 2016 Credit Facility provided a revolving loan (“Revolver”) with a maximum aggregate amount of $40,000, and an $80,000 term loan (“Term Loan”). In July of 2019, the Company amended its 2016 Credit Facility with JPMC, increasing the maximum aggregate amount available under the revolver to $60,000 and the amount of the term loan to $140,000. In addition, the maturity date of both the revolver and term loan was amended to July 2, 2022. This amendment was accounted for as a modification and approximately $1,065 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In connection with the amendment, the prior outstanding balance of $64,000 along with $100 of interest was paid-off. In November of 2020, the Company entered into a new agreement with JPMC to refinance its July 2019 credit facility, increasing the maximum aggregate amount available under the term loan to $240,000 bringing total credit facility to $300,000. In addition, the maturity date of both the revolver and term loan was amended to November 5, 2023. This amendment was accounted for as a modification and approximately $3,200 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In connection with the amendment, the prior outstanding balance were paid-off. Further, one of the lenders in the original agreement did not participate in the amended debt agreement. As such, the balance related to that lender was written off by the Company. Interest on the Revolver and Term Loan are based the outstanding principal amount during the interest period multiplied by the fluctuating bank prime rate plus the applicable margin of 2.00% or for portions of the debt converted to Euro Loans the quoted LIBOR rate plus the applicable margin of 3.00%. At September 30, 2021 and 2020, the effective interest rate on the Revolver and Term Loan was 4.36% and 2.75% per annum, respectively. Interest is payable monthly in arrears or upon maturity of the Euro loans that can run 30, 90, 120, 180 day time periods. The Company must pay quarterly an annual commitment fee of 0.40% on the unused portion of the $60 million Revolver commitment. The credit facility is secured by substantially all of the assets of the Company. The Company recognized $8,830 and $3,770 of interest expense related to the Revolver and the Term Loan for the periods ended September 30, 2021 and 2020, respectively. The terms of the credit facilities contain certain financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio. At September 30, 2021 and December 31, 2020, the Company was in compliance with all financial covenants. As of September 30, 2021 and December 31, 2020, there was $15,000 and $20,000 balance on the Revolver. The balances payable under all borrowing facilities are as follows: September 30, December 31, 2021 2020 Total debt $ 222,000 $ 240,000 Less: current portion of term loan (scheduled payments) 24,000 24,000 Less: net deferred financing costs 2,946 4,113 Total long-term debt $ 195,054 $ 211,887 The maturity of the Term Loan is as follows: Remainder of 2021 $ 6,000 2022 24,000 2023 192,000 Total debt $ 222,000 CompoSecure is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, CompoSecure entered into an interest rate swap agreement on November 5, 2020 to hedge forecasted interest rate payments on its variable rate debt. At September 30, 2021, the Company’s interest rate swap contract outstanding had a notional amount of $100,000 maturing in November 2023. 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. The Company has determined the fair value of the interest rate swap to be immaterial at each reporting period and therefore, in the consolidated statements of operations, the Company reflects only the realized gains and losses of the actual monthly settlement activity of the interest rate swap. The Company does not reflect the unrealized changes in fair value of the interest rate swap at each reporting period, and similarly a derivative asset or liability is not recognized at each reporting period in the Company’s financial statements. | 6. DEBT On July 26, 2016, the Company obtained a $120 million credit facility with JP Morgan Chase (“JPMC”) acting as the lending agent (“2016 Credit Facility”). The 2016 Credit Facility provided a revolving loan (“Revolver”) with a maximum aggregate amount of $40 million, and a $80 million term loan (“Term Loan”). In July of 2019, the Company amended its 2016 Credit Facility with JPMC, increasing the maximum aggregate amount available under the revolver to $60,000 and the amount of the term loan to $140,000. In addition, the maturity date of both the revolver and term loan was amended to July 2, 2022. This amendment was accounted for as a modification and approximately $1,065 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In connection with the amendment, the prior outstanding balance of $64,000 along with $100 of interest was paid-off. Further, two of the lenders in the original agreement did not participate in the amended debt agreement. As such, the balances related to these two lenders were written off by the Company. In November of 2020, the Company entered into a new agreement with JPMC to refinance its existing July 2019 credit facility, increasing the maximum aggregate amount available under the term loan to $240,000 bringing total credit facility to $300,000. In addition, the maturity date of both the revolver and term loan was amended to November 5, 2023. This amendment was accounted for as a modification and approximately $3,200 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In connection with the amendment, the prior outstanding balance were paid-off. Further, one of the lenders in the original agreement did not participate in the amended debt agreement. As such, the balance related to that lender was written off by the Company. Interest on the Revolver and Term Loan are based the outstanding principal amount during the interest period multiplied by the fluctuating bank prime rate plus the applicable margin of 2.00% or for portions of the debt converted to Euro Loans the quoted LIBOR rate plus the applicable margin of 3.00%. At December 31, 2020 and 2019, the effective interest rate on the Revolver and Term Loan was 4.36% and 4.09% per annum, respectively. Interest is payable monthly in arrears or upon maturity of the Euro loans that can run 30, 90, 120, 180 day time periods. The Company must pay quarterly an annual commitment fee of 0.40% on the unused portion of the $60 million Revolver commitment. The credit facility is secured by substantially all of the assets of the Company. The Company recognized $6,142 $5,453, and $5,105 of interest expense related to the Revolver and the Term Loan for the years ended December 31, 2020, 2019, and 2018, respectively. The terms of the credit facilities impose 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, 2020, the Company was in compliance with all financial covenants. The balances payable under all borrowing facilities are as follows: December 31, December 31, 2020 2019 Total debt $ 240,000 $ 133,000 Less: current portion of term loan (scheduled payments) 24,000 14,000 Less: net deferred financing costs 4,113 1,757 Total long-term debt $ 211,887 $ 117,243 The maturity of the Term Loan is as follows: Years 2021 $ 24,000 2022 24,000 2023 192,000 Total debt $ 240,000 CompoSecure is exposed to interest rate risk on variable interest rate debt obligations. On November 5, 2020, to manage interest rate risk CompoSecure entered into an interest rate swap agreement to hedge forecasted interest rate payments on its variable rate debt. At December 31, 2020, the Company’s interest rate swap contract outstanding had a notional amount of $100,000 maturing in November 2023. 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. The Company has determined the fair value of the interest rate swap to be immaterial at each reporting period and therefore, in the consolidated statements of operations, the Company reflects only the realized gains and losses of the actual monthly settlement activity of the interest rate swap. The Company does not reflect the unrealized changes in fair value of the interest rate swap at each reporting period, and similarly a derivative asset or liability is not recognized at each reporting period in the Company’s financial statements. |
MEMBERS' EQUITY
MEMBERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
STOCKHOLDER'S EQUITY | ||
STOCKHOLDER'S EQUITY | 6. MEMBERS’ EQUITY On June 11, 2020, the Company implemented the holding company reorganization, which resulted in CompoSecure Holdings, L.L.C. owning all of the issued and outstanding units of Composecure L.L.C.. Consequently, CompoSecure, L.L.C. became a direct, wholly owned subsidiary of CompoSecure Holdings, L.L.C.. Each unit of each class of CompoSecure, L.L.C. units issued and outstanding immediately prior to the legal reorganization automatically converted into an equivalent corresponding units of CompoSecure Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C.. Effective May 11, 2015, pursuant to the terms of the Class B Unit Purchase Agreement and related agreements, Class A Unit holders (“Sellers”) created a new class of units, Class B units, and issued 66,000 units of such Class B to a group of investors led by LLR Equity Partners IV, L.P. with 55.2% of the Class B units. As a result of the May 11, 2015 recapitalization transaction, the Class B unit holders (“Purchasers”), collectively, became the majority owner of the Company holding an aggregate of 66,000 Class B units, representing 60% of the Company’s total issued and outstanding units. The Sellers, collectively, retained an aggregate of 44,000 Class A units, representing 40% of the Company’s total issued and outstanding units. The Company additionally set aside up to 12,222 of its Class C membership units for use as compensatory options. Refer to Note 7 for additional details regarding Class C units. Several of the Company’s employment agreements obligate the Company to make bonus payments to certain employees that were considered compensation although calculated based on a percent of the actual earn-out paid to the Sellers. Each holder of Class A and Class B units is entitled to one vote for each unit held. The holders of units are entitled to cash distributions, subject to certain restrictions in the debt agreement, in an amount that allows them to pay their current tax obligations that arise out of income being allocated to them due to the limited liability company pass-through company tax structure and, with respect to Class B Units, for payment of the earn-out obligation to the Sellers. Holders of Class C Profit Interests units have no voting rights except as required by law. | 7. MEMBERS’ EQUITY On June 11, 2020, the Company implemented the holding company reorganization, which resulted in CompoSecure Holdings, L.L.C. owning all of the issued and outstanding units of Composecure L.L.C.. Consequently, CompoSecure, L.L.C. became a direct, wholly owned subsidiary of CompoSecure Holdings, L.L.C.. Each unit of each class of CompoSecure, L.L.C. units issued and outstanding immediately prior to the legal reorganization automatically converted into an equivalent corresponding units of CompoSecure Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C.. Effective May 11, 2015, pursuant to the terms of the Class B Unit Purchase Agreement and related agreements, Class A Unit holders (“Sellers”) created a new class of units, Class B units, and issued 66,000 units of such Class B to a group of investors led by LLR Equity Partners IV, L.P. with 55.2% of the Class B units. As a result of the May 11, 2015 recapitalization transaction, the Class B unit holders (“Purchasers”), collectively, became the majority owner of the Company holding an aggregate of 66,000 Class B units, representing 60% of the Company’s total issued and outstanding units. The Sellers, collectively, retained an aggregate of 44,000 Class A units, representing 40% of the Company’s total issued and outstanding units. The Company additionally set aside up to 12,222 of its Class C membership units for use as compensatory options. Refer to Note 8 for additional details regarding Class C units. In accordance with the terms and conditions of the Repurchase Agreement, executed contemporaneously with the Purchase Agreement, during an earn-out period, the Sellers were eligible to earn additional cash consideration for the repurchase of units by the Company of up to fifty-four million dollars ($54,000) in the aggregate, payable by Class B unit holders (the “Purchasers”). The amounts to be paid were contingent upon EBITDA targets over a period of 3 years from the transaction date. As of December 31, 2019, the total amount paid out since the recapitalization transaction amounted to $54,000. Accordingly, as of December 31, 2019, this obligation was satisfied and no further amounts were due. In addition to the earn-out obligation of the Purchasers, several of the Company’s employment agreements obligate the Company to make bonus payments to certain employees that were considered compensation although calculated based on a percent of the actual earn-out paid to the Sellers. Each holder of Class A and Class B units is entitled to one vote for each unit held. The holders of units are entitled to cash distributions, subject to certain restrictions in the debt agreement, in an amount that allows them to pay their current tax obligations that arise out of income being allocated to them due to the limited liability company pass-through company tax structure and, with respect to Class B Units, for payment of the earn-out obligation to the Sellers. Holders of Class C Profit Interests units have no voting rights except as required by law. |
EQUITY COMPENSATION
EQUITY COMPENSATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQUITY COMPENSATION | ||
EQUITY COMPENSATION | 7. EQUITY COMPENSATION Equity Incentive Plan In connection with the reorganization transaction on June 11, 2020 (see Note 6), all options to purchase Class C Units of the CompoSecure, L.L.C. will automatically be converted into options to purchase Class C Units of CompoSecure Holdings, L.L.C., and the CompoSecure, L.L.C. Amended and Restated Equity Incentive Plan will be assumed by CompoSecure Holdings, L.L.C. and be deemed to be the Equity Incentive Plan (the “Plan”) of CompoSecure Holdings, L.L.C.. In connection with the May 2015 recapitalization transaction (see Note 6), the Company adopted the Plan, an incentive plan that provides for granting of options, Class C unit appreciation rights, restricted Class C units, unrestricted Class C unit awards and other equity awards. The number of Class C units that may be issued with respect to awards granted under the Plan shall not exceed an aggregate of 12,222 units. The exercise price of unit options granted under the Plan is equal to the fair market value of the Company’s members’ equity at the date of grant. Time-vested options vest and become exercisable incrementally over a 5-year and a 4-year period, depending on the type of grant. The time- vested options also provide for accelerating vesting if there is a change in control as described in the Plan agreement. The time-vested options expire on the 10th anniversary of the grant date. The calculated value of each option award is estimated at the date of grant using the Black-Scholes option valuation model. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the Company’s employees and may vary based upon the behavior of different groups of employees. The Company has elected to use the calculated value method to account for the options it has issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine volatility, the Company used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. There were no time-vested options granted during the nine months ended September 30, 2021. Activity of time-vested units for the nine months ended September 30, 2021 was as follows: Weighted Average Weighted Average Remaining Aggregate Number of Exercise Price Contractual Intrinsic Value Shares Per Shares Term (years) (in thousands) Outstanding at January 1, 2021 9,778 $ 799.80 5.4 $ 5,547 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding at September 30, 2021 9,778 $ 799.80 4.6 $ 5,547 Vested and expected to vest at September 30, 2021 9,778 $ 799.80 4.6 $ 5,547 Exercisable at September 30, 2021 8,977 $ 563.26 4.3 $ 5,547 The Company recognized approximately $1,124 and $1,473 of compensation expense for the time- vested options in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations in the nine months ended September 30, 2021 and 2020, respectively. Unrecognized compensation expense for the time-vested options of approximately $1,742 is expected to be recognized during the next 3 years. Profits Interest On May 11, 2017, the members of the Company executed a Limited Liability Company Agreement for an entity formed in 2016 titled CompoSecure Employee L.L.C.. The purpose of the entity is to hold operating incentive units. In May 2017, the Company granted 2,444 incentive units with a profits interest hurdle of $232,232. No interests were granted during the period ended September 30, 2021. The Company recognized approximately $164 and $317 of compensation expense for the incentive units in general and administrative expenses in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020, respectively. Unrecognized compensation expense for the incentive units of approximately $68 is expected to be recognized during the next one year. | 8. EQUITY COMPENSATION Equity Incentive Plan In connection with the reorganization transaction on June 11, 2020 (see Note 7), all options to purchase Class C Units of the CompoSecure, L.L.C. were automatically converted into options to purchase Class C Units of CompoSecure Holdings, L.L.C., and the CompoSecure, L.L.C. Amended and Restated Equity Incentive Plan was assumed by CompoSecure Holdings, L.L.C. and be deemed to be the Equity Incentive Plan (the “Plan”) of CompoSecure Holdings, L.L.C. In connection with the May 2015 recapitalization transaction, the Company adopted the Plan, an incentive plan that provides for granting of options, Class C unit appreciation rights, restricted Class C units, unrestricted Class C unit awards and other equity awards. The number of Class C units that may be issued with respect to awards granted under the Plan shall not exceed an aggregate of 12,222 units. During 2020, 2019, and 2018, the Company granted 488, 306, and 978 C units options, respectively.The exercise price of unit options granted under the Plan is equal to the fair market value of the Company’s members’ equity at the date of grant. Time-vested options vest and become exercisable incrementally over a 5-year 4-year The calculated value of each option award is estimated at the date of grant using the Black-Scholes option valuation model. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the Company’s employees and may vary based upon the behavior of different groups of employees. The Company has elected to use the calculated value method to account for the options it has issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine volatility, the Company used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflects 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 time-vested member options granted during the period from January 1 through December 31, 2020, 2019, and 2018, respectively: 2020 2019 2018 Expected term 1 year 1.25 years 2 years Volatility 44.00 % 30.00 % 30.00 % Risk-free rate 1.07 % 2.36 % 2.36 % Expected dividends 0 % 0 % 0 % Expected forfeiture rate 0 % 0 % 0 % The following table sets forth the options activity under the Company’s equity plans for the year ended December 31, 2020: Weighted Average Aggregate Weighted Average Remaining Intrinsic Number Exercise Price Contractual Term Value of Shares Per Shares (years (in thousands) Outstanding at January 1, 2020 9,290 $ 542.49 6.1 Granted 488 4,387.00 10.0 Exercised — — Outstanding at December 31, 2020 9,778 $ 799.80 5.4 5,547 Vested and expected to vest at December 31, 2020 9,778 $ 799.80 5.4 5,547 Exercisable at December 31, 2020 8,438 $ 406.63 4.9 5,537 The weighted average calculated grant date fair value per time-vested option granted during the years ended December 31, 2020, 2019, and 2018 were $1,086, $2,987.50, and $2,987.50, respectively. The Company recognized approximately $1,143, $1,211, and $717 of compensation expense for the time- vested options in Selling, general and administrative expenses in the accompanying consolidated statements of operations in 2020, 2019, and 2018, respectively. The number of options exercisable and vested as of December 31, 2020, 2019, and 2018 were 8,438, 7,413, and 1,341, respectively. The weighted average exercise price of options exercisable and vested is $406.63, $265.62 and $144.34 for years ended December 31, 2020, 2019, and 2018, respectively. The weighted average remaining contractual years term (years) per options exercisable as of December 31, 2020, 2019, and 2018 is 4.9, 5.7, and 6.6, respectively. Unrecognized compensation expense for the time- vested options of approximately $2,634 is expected to be recognized during the next four years. Profits Interest On May 11, 2017, the members of the Company executed a Limited Liability Company Agreement for a company formed in 2016 titled CompoSecure Employee LLC. The purpose of the Company is to hold Operating Incentive units. In May 2017, the Company granted 2,444 incentive units with a profits interest hurdle of $232,232. No interests were granted during the period ended December 31, 2020. The Company recognized approximately $433, $470, and $497 of compensation expense for the incentive units in Selling, general and administrative expenses in the accompanying consolidated statements of operations in 2020, 2019, and 2018, respectively, these are eligible for distributions above the hurdle amount and tax distributions as well. Unrecognized compensation expense for the incentive units of approximately $234 is expected to be recognized during the next three years. |
RETIREMENT PLAN
RETIREMENT PLAN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RETIREMENT PLANS. | ||
RETIREMENT PLAN | 8. RETIREMENT PLANS Defined Contribution Plan The Company has a 401(k) profit sharing plan for all full-time employees who have attained the age of 21 and completed 90 days of service. The Company matches 100% of the first 1% and then 50% of the next 5% of employee contributions. Retirement plan expense for the nine months ended September 30, 2021 and 2020 was approximately $786 and $778, 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 | 9. 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 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 Company made an initial contribution of $150 with an additional contribution of $0, $501, and $0 for years ended December 31, 2020, 2019, and 2018, respectively. The total liability was $1,534 and $1,461 at December 31, 2020 and 2019, respectively, 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 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 |
GEOGRAPHIC INFORMATION AND CONC
GEOGRAPHIC INFORMATION AND CONCENTRATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GEOGRAPHIC INFORMATION AND CONCENTRATIONS. | ||
GEOGRAPHIC INFORMATION AND CONCENTRATIONS. | 9. 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 was as follows: Nine months ended September 30, 2021 2020 Net sales by region: Domestic $ 154,454 $ 169,856 International 38,194 37,017 Total $ 192,648 $ 206,873 The Company’s principal direct customers as of September 30, 2021 consisted primarily of leading international, foreign and domestic banks and other credit card issuers primarily within the U.S., Europe, Asia, Latin America, Canada, and the Middle East. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary. Two customers individually accounted for more than 10% of the Company’s revenue or 70% of total revenue in the nine months ended September 30, 2021. Three customers individually accounted for more than 10% of the Company’s revenue or 83% of total revenue in the nine months ended September 30, 2020. Four customers individually accounted for more than 10% of the Company’s accounts receivable or approximately 80% and two customers individually accounted for more than 10% or 61% of total accounts receivable as of September 30, 2021 and December 31, 2020, respectively. The Company primarily relied on three vendors that individually accounted for more than 10% of purchases of supplies for the nine months ended September 30, 2021. Purchases of supplies from these vendors totaled approximately 32% of total purchases for the nine months ended September 30, 2021. The Company primarily relied on three vendors that individually accounted for more than 7% of purchases of supplies for the nine months ended September 30, 2020 or approximately 32% of total purchases for the nine months ended September 30, 2020. | 10. 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, 2020 2019 2018 Net sales by country Domestic $ 213,982 $ 191,502 $ 136,140 International 46,603 51,788 19,284 Total $ 260,586 $ 243,290 $ 155,424 The Company’s principal direct customers as of December 31, 2020 consist primarily of leading international, foreign and domestic banks and other credit card issuers primarily within the U.S., Europe, Asia, Latin America, Canada, and the Middle East. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary. Two customers individually accounted for more than 10% of the Company’s revenue or 72.1% of total revenue for the year ended December 31, 2020. Three customers individually accounted for more than 10% of the Company’s revenue or 74.9% of total revenue for the year ended December 31, 2019.Three customers individually accounted for more than 10% of the Company’s revenue or The Company primarily relied on four vendors that individually accounted for more than 9% of purchases of supplies for the year ended December 31, 2020. The Company primarily relied on two vendors that individually accounted for more than 10% of purchases of supplies for the year ended December 31, 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS | ||
COMMITMENTS AND CONTINGENCIES | 10. 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 2 for future minimum commitments under all non- cancelable operating leases. 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. During March 2021, the Company received from a third party a notice of dispute with respect to whether commissions are due and owing on product sales to certain of the Company’s customers which, if successful, could require payments ranging from $4,000 to $10,000, plus costs and expenses, together with additional commission payments on future sales, if any, to such customers. The Company does not believe these commissions are owed, and the parties have commenced arbitration proceedings to resolve this dispute. The Company has not accrued any amount as a component of accrued expense related to the dispute as of September 30, 2021. | 11. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 840. The Company expects to adopt the new guidance under ASC 842 effective January 1, 2021 (see Note 2). 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 5 10 Effective April l , 2012, the Company entered into a 10 five currently approximately $315 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 The Company has the option to extend the term for two Effective June 16, 2016, the Company entered into a 10 Future minimum commitments under all non-cancelable operating leases are as follows: Years Ending December 31, 2021 $ 1,252 2022 1,294 2023 1,298 2024 1,263 2025 1,302 Thereafter 1,193 Total $ 7,602 Rent expense, including real estate taxes and related costs, for the years ended December 31, 2020, 2019, and 2018 aggregated approximately $1,744, $1,683, and $1,614 respectively. 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 March 2021, the Company received a notice of dispute (see Note 12). |
RELATED PARTY TRANSACTIONS_2_3
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS In November 2015, the Company entered into a sales representation agreement with a third party, partially owned by an individual who is a Class B member of the Company and who was then a member of the Company’s Board of Managers. In 2016, the Company commenced litigation against such third party seeking a judicial determination that the sales representation agreement was void and unenforceable, among other claims. In February 2018, the trial court ruled against the Company in the litigation, concluding that the sales representation agreement was valid and enforceable. The Company appealed the ruling, however, the ruling was upheld. As a result of the ruling, the Company 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, 2020, 2019, and 2018 amounted to $6,724, $9,232, and $4,443, respectively and were recorded as a component of selling, general and administrative expenses. In October 2019, the Company 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, 2020, and December 31, 2019 related to this agreement amounted to In March 2021, the Company received from such third party a notice of dispute with respect to whether commissions are due and owing on product sales to certain of the Company’s customers which, if successful, could require payments ranging from $4,000 to $10,000, plus costs and expenses, together with additional commission payments on future sales, if any, to such customers. The Company does not believe these commissions are owed, and intends to vigorously oppose this claim, which may include legal proceedings. The Company has not accrued any amount as a component of accrued expense related to the notice of dispute as of December 31, 2020. Nok Nok Project Statement of Work In July 2021, CompoSecure’s wholly-owned subsidiary, Arculus Holdings, L.L.C., entered into a Project Statement of Work with Nok Nok Labs, Inc. (“ Nok Nok Under the Project Statement of Work, Nok Nok will provide a demonstration version ofNok Nok S3 authentication (SaaS) andproduct documentation, to Arculus branded applications, along with corresponding technology license rights. Arculus Holdings, L.L.C. has agreed to pay $250,000 for the Nok Nok software and services set forth in the Project Statement of Work. The term of the Project Statement of Work and the term of the license to the software and services provided thereunder will expire on December 31, 2022. |
SUBSEQUENT EVENTS_2_3
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS The Company completed an evaluation of the impact of any subsequent events through the date the consolidated financial statements were available to issued and determined no required disclosure in the consolidated financial statements. | 13. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after the consolidated balance sheet date of December 31, 2020 through May 27, 2021, the date these consolidated financial statements were available to be issued. On April 19, 2021, CompoSecure entered into a merger agreement with Roman DBDR Tech Acquisition Corp (“Roman”), a Delaware corporation to merge, subject to the terms and conditions set in the agreement. Roman, a special purpose acquisition company, announced that CompoSecure and Roman had entered into a definitive merger agreement. Upon Closing of the transaction, the combined company will operate as CompoSecure, Inc. and will trade on the Nasdaq stock market. |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The Financial Statements presented in this Quarterly Report are unaudited; however, in the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited interim condensed consolidated financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The unaudited interim condensed consolidated financial statements presented herein do not contain the required disclosures under GAAP for annual financial statements and should be read in conjunction with the annual audited financial statements and related notes of the Company as of and for the year ended December 31, 2020. Due to the global outbreak of the COVID-19 pandemic, the Company had been taking a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The global outbreak of the COVID-19 pandemic continue to rapidly evolve. The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. 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 certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to. Significant areas requiring management to make estimates include the valuation of equity instruments. See Note 7 for further discussion of the nature of these assumptions and conditions. | 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. See Note 8 for further discussion of the nature of these assumptions and conditions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature. |
Accounts Receivable | Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at September 30, 2021 and December 31, 2020. | Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at December 31, 2020 and 2019. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, using 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. | Inventories Inventories are stated at the lower of cost or net realizable value, using 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 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 | 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 |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted the new accounting standard ASC 606, “revenue from Contracts with Customers” (Topic 606) (“ASC 606”) and the related amendments to all contracts with customers that were not completed as of the date of adoption using the modified retrospective method. As a result of the assessment, the Company determined that adoption of the new standard did not have a significant impact on its revenue recognition methodology. As a result of adopting the new guidance, the Company recognizes revenue 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. 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, 2020 and 2019. 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. The Company accounts for shipping and handling as activities to fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed to customers for shipping and handling as revenue. Revenue is recognized net of variable consideration such as discounts , rebates, and returns. | |
Shipping and Handling Costs. | Shipping and Handling Costs Amounts billed to customers for shipping and handling are classified as revenue. 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 $1,596, $1,752, and $1,177 for the years ended December 31, 2020, 2019, and 2018, respectively. | |
Advertising | Advertising The Company expenses the cost of advertising as incurred. Advertising expense of approximately $181, $313, and $397 for the years ended December 31, 2020, 2019, and 2018, respectively, were included in Selling, general and administrative expenses in the consolidated statements of operations. | |
Income Taxes | Income Taxes The Company is treated as a partnership and is not a tax paying entity for federal and state income tax purposes. The Company’s earnings and losses are included in the tax returns of the members. As such, no provisions were made for federal or state income taxes for the years ended December 31, 2020, 2019, and 2018. Federal, state and local income tax returns for years prior to 2017 longer subject to examination by tax authorities. | |
Equity-Based Compensation | Equity-Based Compensation The Company has an equity-based compensation plan and a profits interest which are described in more detail in Note 8. 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 estimates the fair value of each option on the date of grant using the calculated value method of the Black-Scholes option-pricing model. The calculated value of each option award is estimated at the grant date. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the Company’s employees and may vary based upon the behavior of different groups of employees. The Company has elected to use the calculated value method to account for the options it has issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine volatility, the Company used the historical closing values of comparable publicly held entities to estimate volatility.The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. 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. | |
Selling, General and Administrative | 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, 2020, 2019, and 2018 were salaries and commissions of $12,650, $14,824, and $8,865, transaction costs of $264, $1,065, and $56, and professional fees of $6,536, $4,546, and $3,822, respectively. | |
Market and Credit Risk | 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 via Dun and Bradestreet credit monitoring service, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. Based on these measures, 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. | 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 | Fair value of financial instruments 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 ● 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 does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised 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 September 30, 2021 and December 31, 2020, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 5, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan. | 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 ● 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 does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised 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, 2020 and December 31, 2019, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 6, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan. |
Segments | Segment Information The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President.The Company’s chief operating decision-maker 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 prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. | 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 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 prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. |
Recent Accounting Pronouncements - Not Yet Adopted | Recent Accounting Pronouncements — Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new lease guidance effective January 1, 2021 using the modified retrospective transition approach , applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The Company elected the package of practical expedients which permits to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change the Company’s previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of ROU assets of $6,298 and lease liabilities of $6,875. The difference between the ROU assets and the lease liabilities is primarily due to unamortized lease incentive and deferred rent related to the Company’s operating leases at December 31, 2020. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized its incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2021 adoption date. The Company utilized a synthetic credit rating model including fundamental analysis per S&P Global Market Intelligence. The Company then utilized the Bloomberg BVAL Pricing Source to determine the option- adjusted spread and added the United States Treasury Constant Maturity for the applicable terms to determine the term structure of the IBR. Based on these calculations, the Company determined applicable discount rates for various points along the yield curve as of January 1, 2021. As a reasonableness check for the yield curve, the Company considered its revolving credit agreement amendment on November 5, 2020, which extended the term of the agreement through November 5, 2023. The base interest rate on the loan was calculated as LIBOR plus 300 bps which approximates 3.14%. This rate was generally consistent with the yield curve derived, thus the Company determined that the yield curve was appropriate for determining the discount rates for its leases. The Company then interpolated the discount rates in the yield curve to determine the discount rate for each of its existing leases at January 1, 2021. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred, if any. The Company’s lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 5 years, some of which include options to extend the lease term for up to 3 years. The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, the Company will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease. Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. The Company recognizes lease expense for these leases on a straight- line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion. Effective April l , 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 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 $315 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 in 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 has exercised both renewal options with last one exercised in 2020. The base rent is currently approximately $89 per year, which reflects an annual 3% escalation factor. Effective June 16, 2016, the Company entered into a 10-year lease for a new facility. The lease contains escalating rental payments and terminates on September 30, 2026. The agreement also provides for a renewal option at a fixed rate. The base rent is currently approximately $801 per year, which reflects an annual 3% escalation factor. The Company’s leases have remaining lease terms of 1 to 5 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 the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021. ROU assets and lease liabilities related to our operating leases are as follows: Balance Sheet Classification September 30,2021 Right-of-use assets Right of use assets $ 5,511 Current lease liabilities Current portion of lease liabilities 1,105 Non-current lease liabilities Non-current portion of lease liabilities 4,995 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). The components of lease costs were as follows: Nine-month period ended September 30, 2021 Operating lease cost $ 979 Variable lease cost 322 Total lease cost $ 1,301 Future minimum commitments under all non-cancelable operating leases are as follows: 2021 (excluding the nine months ended September 30, 2021) $ 319 2022 1,294 2023 1,298 2024 1,263 2025 1,302 2026 1,096 Later years 97 Total lease payments 6,668 Less: Imputed interest 569 Present value of lease liabilities $ 6,100 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Nine-month period ended September 30, 2021 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 954 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ — Recent Accounting Pronouncements — Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 can be adopted as of March 12, 2020 and are effective through December 31, 2022. However, it cannot be applied to contract modifications that occur after December 31, 2022. The London Interbank Offered Rate (LIBOR) is expected to be phased out at the end 2021. We do not currently have any contracts that have been changed to a new reference rate, but we will continue to evaluate our contracts and the effects of this standard on our consolidated financial statements prior to adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. | Recent Accounting Pronouncements — Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The ASU is effective for the Company on January 1, 2021 and the Company expects to adopt the new lease guidance on the effective date using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company does not expect to elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. While the Company continues to assess all of the effects of adoption, the Company believes the most significant effects relate to 1) the recognition of new ROU assets and lease liabilities on its balance sheet for its real estate operating leases and 2) providing significant new disclosures for its leasing activities. The Company also currently expects to elect the practical expedient not to separate lease and non-lease components for all of its leases. The Company expects to record the new ROU assets and the lease liabilities ranging from approximately $6,000 to $7,000 on the balance sheet as of January 1, 2121. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
INVENTORIES | ||
Schedule of inventory | September 30, 2021 December 31, 2020 Raw materials $ 27,293 $ 27,094 Work in process 1,457 1,055 Finished goods 352 3,999 Inventory reserve (2,613) (1,950) $ 26,489 $ 30,197 | December 31, 2020 2019 Raw materials $ 27,094 $ 16,701 Work in process 1,055 1,538 Finished goods 3,999 1,042 Inventory reserve (1,950) (793) $ 30,197 $ 18,488 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Summary of property and equipment, net | Useful Life September 30, 2021 December 31, 2020 Machinery and equipment 5 – 10 years $ 59,199 $ 57,360 Furniture and fixtures 3 – 5 years 955 955 Computer equipment 3 – 5 years 925 908 Leasehold improvements Shorter of lease term or estimated useful life 11,075 10,875 Vehicles 5 years 264 264 Software 1 – 3 years 1,506 1,186 Construction in progress 2,043 519 Total 75,966 72,066 Less: Accumulated depreciation 52,019 44,207 $ 23,947 $ 27,859 | December 31, Useful Life 2020 2019 Machinery and equipment 5 – 10 years $ 57,360 $ 48,722 Furniture and fixtures 3 – 5 years 955 955 Computer equipment 3 – 5 years 908 885 Shorter of lease term Leasehold improvements or estimated useful life 10,875 10,757 Vehicles 5 years 264 264 Software 1 – 3 years 1,186 841 Construction in progress 519 2,141 Total 72,066 64,565 Less: Accumulated depreciation 44,207 34,291 $ 27,859 $ 30,274 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
Summary of amounts outstanding under of long-term term debt | September 30, December 31, 2021 2020 Total debt $ 222,000 $ 240,000 Less: current portion of term loan (scheduled payments) 24,000 24,000 Less: net deferred financing costs 2,946 4,113 Total long-term debt $ 195,054 $ 211,887 | December 31, December 31, 2020 2019 Total debt $ 240,000 $ 133,000 Less: current portion of term loan (scheduled payments) 24,000 14,000 Less: net deferred financing costs 4,113 1,757 Total long-term debt $ 211,887 $ 117,243 |
Summary of aggregate principal maturities of debt | Remainder of 2021 $ 6,000 2022 24,000 2023 192,000 Total debt $ 222,000 | Years 2021 $ 24,000 2022 24,000 2023 192,000 Total debt $ 240,000 |
EQUITY COMPENSATION (Tables)
EQUITY COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQUITY COMPENSATION | ||
Schedule of Stock Option assumptions utilized | The assumptions utilized to calculate the value of the time-vested member options granted during the period from January 1 through December 31, 2020, 2019, and 2018, respectively: 2020 2019 2018 Expected term 1 year 1.25 years 2 years Volatility 44.00 % 30.00 % 30.00 % Risk-free rate 1.07 % 2.36 % 2.36 % Expected dividends 0 % 0 % 0 % Expected forfeiture rate 0 % 0 % 0 % | |
Schedule of Stock Option Activity | Activity of time-vested units for the nine months ended September 30, 2021 was as follows: Weighted Average Weighted Average Remaining Aggregate Number of Exercise Price Contractual Intrinsic Value Shares Per Shares Term (years) (in thousands) Outstanding at January 1, 2021 9,778 $ 799.80 5.4 $ 5,547 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding at September 30, 2021 9,778 $ 799.80 4.6 $ 5,547 Vested and expected to vest at September 30, 2021 9,778 $ 799.80 4.6 $ 5,547 Exercisable at September 30, 2021 8,977 $ 563.26 4.3 $ 5,547 | The following table sets forth the options activity under the Company’s equity plans for the year ended December 31, 2020: Weighted Average Aggregate Weighted Average Remaining Intrinsic Number Exercise Price Contractual Term Value of Shares Per Shares (years (in thousands) Outstanding at January 1, 2020 9,290 $ 542.49 6.1 Granted 488 4,387.00 10.0 Exercised — — Outstanding at December 31, 2020 9,778 $ 799.80 5.4 5,547 Vested and expected to vest at December 31, 2020 9,778 $ 799.80 5.4 5,547 Exercisable at December 31, 2020 8,438 $ 406.63 4.9 5,537 |
GEOGRAPHIC INFORMATION AND CO_2
GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GEOGRAPHIC INFORMATION AND CONCENTRATIONS. | ||
Schedule of geographical revenue information based on the location of the customer | Nine months ended September 30, 2021 2020 Net sales by region: Domestic $ 154,454 $ 169,856 International 38,194 37,017 Total $ 192,648 $ 206,873 | Year ended December 31, 2020 2019 2018 Net sales by country Domestic $ 213,982 $ 191,502 $ 136,140 International 46,603 51,788 19,284 Total $ 260,586 $ 243,290 $ 155,424 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS | |
Schedeule of future minimum commitments under all non-cancelable operating leases | Years Ending December 31, 2021 $ 1,252 2022 1,294 2023 1,298 2024 1,263 2025 1,302 Thereafter 1,193 Total $ 7,602 |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021USD ($)segment | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 16, 2016 | Aug. 01, 2014 | Apr. 01, 2012 | |
Customers payment term | 90 days | 90 days | ||||||
Advertising expense | $ 181 | $ 313 | $ 397 | |||||
Provision for federal income taxes | 0 | 0 | 0 | $ 0 | ||||
Provision for state income taxes | $ 0 | 0 | 0 | $ 0 | ||||
Number of operating segment | segment | 1 | 1 | ||||||
Number of reportable segment | segment | 1 | 1 | ||||||
Lease term | 12 months | 10 years | 4 years | 10 years | ||||
Right-of-use assets. | $ 5,511 | |||||||
Lease liabilities | $ 6,100 | |||||||
Selling, general and administrative expenses | ||||||||
Professional fees | $ 6,536 | 4,546 | 3,822 | |||||
Transaction costs | 264 | 1,065 | 56 | |||||
Salaries and commissions | 12,650 | 14,824 | 8,865 | |||||
Shipping and Handling Costs | ||||||||
Operating costs | $ 1,596 | $ 1,752 | $ 1,177 | |||||
Minimum | ||||||||
Property and equipment useful life | 1 year | 1 year | ||||||
Customers payment term | 15 days | 15 days | ||||||
Right-of-use assets. | $ 6,000 | |||||||
Maximum | ||||||||
Property and equipment useful life | 10 years | 10 years | ||||||
Customers payment term | 60 days | 60 days | ||||||
Lease liabilities | $ 7,000 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue | Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 74.90% | 82.50% | 89.40% | |
Customer concentration | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 83.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
INVENTORIES | |||
Raw materials | $ 27,293 | $ 27,094 | $ 16,701 |
Work in process | 1,457 | 1,055 | 1,538 |
Finished goods | 352 | 3,999 | 1,042 |
Inventory reserve | (2,613) | (1,950) | (793) |
Inventories | $ 26,489 | $ 30,197 | $ 18,488 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Total | $ 75,966 | $ 72,066 | $ 64,565 | ||
Less: Accumulated depreciation | 52,019 | 44,207 | 34,291 | ||
Property plant and equipment net | 23,947 | 27,859 | 30,274 | ||
Depreciation expense | $ 7,813 | $ 7,332 | $ 9,916 | 8,606 | $ 7,605 |
Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 10 years | 10 years | |||
Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 1 year | 1 year | |||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 59,199 | $ 57,360 | 48,722 | ||
Machinery and equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 10 years | 10 years | |||
Machinery and equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 5 years | 5 years | |||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 955 | $ 955 | 955 | ||
Furniture and fixtures | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 5 years | 5 years | |||
Furniture and fixtures | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years | 3 years | |||
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 925 | $ 908 | 885 | ||
Computer equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 5 years | 5 years | |||
Computer equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years | 3 years | |||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 11,075 | $ 10,875 | 10,757 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 264 | $ 264 | 264 | ||
Useful life | 5 years | 5 years | |||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 1,506 | $ 1,186 | 841 | ||
Software | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years | 3 years | |||
Software | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 1 year | 1 year | |||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 2,043 | $ 519 | $ 2,141 |
DEBT - Balance payable under al
DEBT - Balance payable under all borowing facilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
DEBT | |||
Total debt | $ 222,000 | $ 240,000 | $ 133,000 |
Less: current portion of term loan (scheduled payments) | 24,000 | 24,000 | 14,000 |
Less: net deferred financing costs | 2,946 | 4,113 | 1,757 |
Total long-term debt | $ 195,054 | $ 211,887 | $ 117,243 |
DEBT - Maturity of term loan (D
DEBT - Maturity of term loan (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Aggregate principal maturities of debt | |||
2021 | $ 24,000 | $ 24,000 | |
2022 | 192,000 | 24,000 | |
2023 | 192,000 | ||
Total debt | $ 222,000 | $ 240,000 | $ 133,000 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2020 | Jul. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2016 | Jul. 26, 2016 | |
Line of Credit Facility [Line Items] | |||||||||
Borrowings | $ 222,000 | $ 240,000 | $ 133,000 | ||||||
Notional amount | $ 100,000 | 100,000 | |||||||
LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Spread on variable rate | 300.00% | ||||||||
Interest rate | 3.14% | ||||||||
2016 Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowings | $ 120,000 | ||||||||
Line of credit | 40,000 | ||||||||
Term Loan | $ 80,000 | ||||||||
July 2019 credit facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit | $ 300,000 | $ 60,000 | |||||||
Term Loan | 240,000 | 140,000 | |||||||
Additional cost incurred | $ 3,200 | 1,065 | |||||||
Letter of credit outstanding | 64,000 | $ 64,000 | |||||||
Interest paid | $ 100 | ||||||||
Revolver | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Letter of credit outstanding | $ 15,000 | $ 20,000 | |||||||
Interest rate | 4.36% | 4.36% | |||||||
Annual commitment fee | 0.40% | ||||||||
Unused borrowing amount | $ 60,000 | ||||||||
Revolver | Prime rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Spread on variable rate | 2.00% | ||||||||
Revolver | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Spread on variable rate | 3.00% | ||||||||
Term loan | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest paid | $ 8,830 | $ 3,770 | $ 6,142 | $ 5,453 | $ 5,105 | ||||
Interest rate | 2.75% | 4.09% |
MEMBERS' EQUITY (Details)
MEMBERS' EQUITY (Details) $ in Thousands | May 11, 2015shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 31, 2005shares |
EBITDA target period | 3 years | |||
Recapitalization amount | $ | $ 54,000 | |||
Class B common stock | ||||
Stock issued ( In percentage) | 60 | |||
Number of shares owned by majority owners | 66,000 | |||
Cash consideration from repurchase of equity | $ | $ 54,000 | |||
Class B common stock | LLR Equity Partners IV, L.P | ||||
Issuance of Class B common stock to Sponsors (in shares) | 66,000 | |||
Stock issued ( In percentage) | 55.2 | |||
Class A common stock | ||||
Issuance of Class B common stock to Sponsors (in shares) | 44,000 | |||
Stock issued ( In percentage) | 40 | |||
Class C | ||||
Additional Units Issued | 12,222 | 12,222 | ||
Issued units | 12,222 | 12,222 |
EQUITY COMPENSATION - Additiona
EQUITY COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 31, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 11, 2015 | May 31, 2005 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Operating incentive units interest profit | $ 232,232 | |||||||
Operating incentive units interest grant | $ 0 | $ 0 | ||||||
Number of options exercisable | 8,977 | 8,438 | 7,413,000 | 1,341,000 | ||||
Weighted average exercise price of options | $ 406.63 | $ 265.62 | $ 144.34 | |||||
Weighted average remaining contractual years term (years) | 4 years 3 months 18 days | 4 years 10 months 24 days | 5 years 8 months 12 days | 6 years 7 months 6 days | ||||
Unrecognized compensation period | 3 years | |||||||
Time-vested options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value | $ 1,086 | $ 2,987.50 | $ 2,987.50 | |||||
Compensation expense | $ 1,124 | $ 1,473 | $ 1,143 | $ 1,211 | $ 717 | |||
Unrecognized compensation expense | $ 1,742 | $ 2,634 | ||||||
Unrecognized compensation period | 3 years | 4 years | ||||||
Class C | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issued units | 12,222 | 12,222 | ||||||
Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 68 | $ 234 | ||||||
Unrecognized compensation period | 1 year | |||||||
Equity Incentive Plan | Time-vested options | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | 4 years | ||||||
Equity Incentive Plan | Time-vested options | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 5 years | 5 years | ||||||
Equity Incentive Plan | Class C | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issued units | 12,222 | 12,222 | ||||||
Granted units | 488 | 306 | 978 | |||||
Operating Incentive Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted units | 2,444 | |||||||
Compensation expense | $ 164 | $ 317 | $ 433 | $ 470 | $ 497 |
EQUITY COMPENSATION - Schedule
EQUITY COMPENSATION - Schedule of Stock Option Assumptions Utilized (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term | 1 year | 1 year 3 months | 2 years |
Volatility | 44.00% | 30.00% | 30.00% |
Risk-free rate | 1.07% | 2.36% | 2.36% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected forfeiture rate | 0.00% | 0.00% | 0.00% |
EQUITY COMPENSATION - Schedul_2
EQUITY COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of Shares | |||||
Outstanding share, beginning balance January 1, 2021 | 9,778 | 9,290 | |||
Granted | 488 | ||||
Outstanding share, ending balance September 30, 2021 | 9,778 | 9,778 | 9,778 | 9,290 | |
Vested and expected to vest at December 31, 2020 | 9,778 | 9,778 | 9,778 | ||
Exercisable at September 30, 2021 | 8,438 | 8,977 | 8,438 | 7,413,000 | 1,341,000 |
Weighted Average Exercise Price Per Shares | |||||
Outstanding share, beginning balance January 1, 2021 | $ 799.80 | $ 542.49 | |||
Granted | $ 4,387 | ||||
Exercised | 406.63 | $ 265.62 | $ 144.34 | ||
Outstanding share, ending balance September 30, 2021 | $ 799.80 | 799.80 | 799.80 | $ 542.49 | |
Vested and expected to vest at December 31, 2020 | 799.80 | 799.80 | 799.80 | ||
Exercisable at December 31, 2020 | $ 406.63 | $ 563.26 | $ 406.63 | ||
Weighted Average Remaining Contractual Term (years) | |||||
Weighted Average Remaining Contractual Term | 5 years 4 months 24 days | 4 years 7 months 6 days | 5 years 4 months 24 days | 6 years 1 month 6 days | |
Granted | 10 years | ||||
Vested and expected to vest at December 31, 2020 | 4 years 7 months 6 days | 5 years 4 months 24 days | |||
Exercisable at September 30, 2021 | 4 years 3 months 18 days | 4 years 10 months 24 days | 5 years 8 months 12 days | 6 years 7 months 6 days | |
Aggregate Intrinsic Value | |||||
Outstanding share, beginning balance January 1, 2021 | $ 5,547 | ||||
Outstanding share, ending balance September 30, 2021 | $ 5,547 | 5,547 | $ 5,547 | ||
Vested and expected to vest at December 31, 2020 | 5,547 | 5,547 | 5,547 | ||
Exercisable at December 31, 2020 | $ 5,537 | $ 5,547 | $ 5,537 |
RETIREMENT PLAN (Details)
RETIREMENT PLAN (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
RETIREMENT PLANS. | |||||
Requisite service period (in days) | 90 days | 90 days | |||
Employer matching percent for first 1% employee contributions | 1.00% | 1.00% | |||
Employee contributions for 100% matching contribution (in percent) | 100.00% | 100.00% | |||
Employer matching percent for next 5% employee contributions | 5.00% | 5.00% | |||
Employee contributions for 50% matching contribution (in percent) | 50.00% | 50.00% | |||
Retirement plan expense | $ 786 | $ 778 | $ 1,030 | $ 943 | $ 675 |
RETIREMENT PLAN - Additional In
RETIREMENT PLAN - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Accrued liability (in percent) | 0.25% | 0.25% | |||
Initial contribution | $ 150 | $ 150 | |||
Additional contribution | 0 | $ 176 | 0 | $ 501 | $ 0 |
Total liability | $ 242 | 1,534 | $ 1,461 | ||
Vesting period | 7 years | ||||
Recorded liability vested | $ 1,328 | $ 1,223 | |||
Year 1 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 1 year | ||||
Besting percentage | 0.00% | 0.00% | |||
Year 2 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 2 years | ||||
Besting percentage | 5.00% | 5.00% | |||
Year 3 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 3 years | ||||
Besting percentage | 15.00% | 15.00% | |||
Year 4 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 4 years | ||||
Besting percentage | 20.00% | 20.00% | |||
Year 5 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 5 years | ||||
Besting percentage | 30.00% | 30.00% | |||
Year 6 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 6 years | ||||
Besting percentage | 50.00% | 50.00% | |||
Year 7 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 7 years | ||||
Besting percentage | 100.00% | 100.00% |
GEOGRAPHIC INFORMATION AND CO_3
GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total | $ 192,648 | $ 206,873 | $ 260,586 | $ 243,290 | $ 155,424 |
International | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total | 38,194 | 37,017 | 46,603 | 51,788 | 19,284 |
Domestic | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total | $ 154,454 | $ 169,856 | $ 213,982 | $ 191,502 | $ 136,140 |
GEOGRAPHIC INFORMATION AND CO_4
GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Additional Information (Details) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021customer | Sep. 30, 2020customer | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Four vendors | |||||
Concentration Risk [Line Items] | |||||
Number of vendors | 4 | ||||
Two vendors | |||||
Concentration Risk [Line Items] | |||||
Number of vendors | 2 | ||||
Two customers | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 2 | 2 | |||
Three customers | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 3 | 3 | 3 | ||
Customer concentration | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 83.00% | ||||
Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 70.00% | 72.10% | 74.90% | 84.90% | |
Revenue | Customer concentration | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% |
Outstanding receivables | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 80.00% | 61.00% | 62.00% | ||
Outstanding receivables | Customer concentration | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | ||
Purchases | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 7.00% | |||
Purchases | Vendor concentration | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 32.00% | 32.00% | 9.00% | 10.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Jun. 16, 2016USD ($) | Apr. 01, 2012USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021 | Aug. 01, 2014 |
Operating Leased Assets [Line Items] | |||||
Renewal term (in years) | 5 years | ||||
Term of contract (in years) | 10 years | 10 years | 12 months | 4 years | |
Minimum | |||||
Operating Leased Assets [Line Items] | |||||
Renewal term (in years) | 5 years | 1 year | |||
Maximum | |||||
Operating Leased Assets [Line Items] | |||||
Renewal term (in years) | 10 years | 5 years | |||
Office and manufacturing facilities in Somerset, New Jersey | |||||
Operating Leased Assets [Line Items] | |||||
Renewal term (in years) | 5 years | ||||
Term of contract (in years) | 10 years | ||||
Base rent | $ 315 | ||||
Annual escalation (in percent) | 3.00% | ||||
Additional office and manufacturing space in Somerset, New Jersey | |||||
Operating Leased Assets [Line Items] | |||||
Renewal term (in years) | 2 years | ||||
Term of contract (in years) | 4 years | ||||
Number of extension periods | 2 | ||||
Base rent | $ 89 | ||||
Annual escalation (in percent) | 3.00% | ||||
New facility | |||||
Operating Leased Assets [Line Items] | |||||
Term of contract (in years) | 10 years | ||||
Base rent | $ 801 | ||||
Annual escalation (in percent) | 3.00% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Future minimum payments | |||
2021 | $ 1,252 | ||
2022 | 1,294 | ||
2023 | 1,298 | ||
2024 | 1,263 | ||
2025 | 1,302 | ||
Thereafter | 1,193 | ||
Total | 7,602 | ||
Rent expense, including real estate taxes and related costs | $ 1,744 | $ 1,683 | $ 1,614 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2021 | |
Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Amount of required payments | $ 4,000 | $ 4,000 | ||||
Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Amount of required payments | $ 10,000 | $ 10,000 | ||||
Sales representation agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses | $ 6,724 | $ 9,232 | $ 4,443 | |||
Accrued expenses | $ 2,786 | $ 2,388 | ||||
Project Statement of Work | ||||||
Related Party Transaction [Line Items] | ||||||
Payments for software and services | $ 250,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 12,236 | $ 13,422 |
Accounts receivable, net | 33,368 | 8,792 |
Inventories | 26,489 | 30,197 |
Prepaid expenses and other current assets | 861 | 1,077 |
Total Current Assets | 72,954 | 53,488 |
Property and equipment, net | 23,947 | 27,859 |
Right of use asset, net | 5,511 | |
Deposits and other assets | 5,340 | 10 |
TOTAL ASSETS | 107,752 | 81,358 |
CURRENT LIABILITIES | ||
Current portion of long-term debt | 24,000 | 24,000 |
Current portion of lease liabilities | 1,105 | |
Accounts payable | 2,421 | |
Accounts payable | 4,147 | 6,059 |
Accrued expenses | 13,817 | 11,556 |
Bonus payable | 3,638 | |
Total Current Liabilities | 43,069 | 41,615 |
Long-term debt, net of deferred finance costs | 195,054 | 211,887 |
Lease liabilities | 4,995 | |
Line of credit | 15,000 | 20,000 |
Other liabilities | 409 | |
TOTAL LIABILITIES | 258,118 | 273,911 |
MEMBERS' DEFICIT | (150,366) | (192,553) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 107,752 | $ 81,358 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - Unaudited - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
REVENUE | |||||
Net sales | $ 192,648 | $ 206,873 | $ 260,586 | $ 243,290 | $ 155,424 |
Cost of sales | 87,074 | 99,991 | 127,959 | 115,427 | 76,205 |
Gross profit | 105,574 | 106,882 | 132,627 | 127,863 | 79,219 |
OPERATING EXPENSES | |||||
Selling, general and administrative | 33,348 | 28,273 | 48,669 | 40,937 | 22,127 |
Loss from operations | 72,226 | 78,609 | 83,959 | 86,926 | 57,092 |
Other income (expense): | |||||
Interest expense, net of interest income of $0 and $52 in 2021 and 2020,respectively | (7,635) | (3,193) | (5,266) | (4,753) | (4,574) |
Amortization of deferred financing costs | (1,195) | (526) | (877) | (700) | (531) |
Total other income (expense), net | (8,830) | (3,719) | |||
Net income (loss) | $ 63,396 | $ 74,890 | $ 77,816 | $ 81,473 | $ 51,987 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations - Unaudited (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED STATEMENTS OF OPERATIONS | ||
Interest income | $ 0 | $ 52 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Members' deficit - Unaudited - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance at beginning | $ (192,553) | $ (55,549) | $ (55,549) | $ (34,895) | $ (37,440) |
Equity-based compensation expense | 1,124 | 1,473 | 1,848 | 1,681 | 1,214 |
Net loss | 63,396 | 74,890 | 77,816 | 81,473 | 51,987 |
Distributions | (22,333) | (85,107) | (216,668) | (103,808) | (50,656) |
Balance at ending | (150,366) | (64,293) | (192,553) | (55,549) | (34,895) |
Profits Interest | |||||
Balance at beginning | (4,092) | (1,165) | (1,165) | 752 | 2,024 |
Equity-based compensation expense | 164 | 317 | 434 | 470 | 497 |
Net loss | 1,378 | 1,628 | 1,692 | 1,770 | 1,130 |
Distributions | (813) | (2,194) | (5,054) | (4,157) | (2,899) |
Balance at ending | (3,363) | (1,413) | (4,092) | (1,165) | 752 |
Class A common stock | Common Stock | |||||
Balance at beginning | (123,260) | (65,510) | (65,510) | (51,955) | (57,823) |
Net loss | 24,807 | 29,305 | 30,449 | 31,881 | 20,343 |
Distributions | (12,031) | (36,719) | (88,199) | (45,435) | (14,475) |
Balance at ending | (110,484) | (72,924) | (123,260) | (65,510) | (51,955) |
Class B common stock | Common Stock | |||||
Balance at beginning | (69,269) | 8,471 | 8,471 | 14,865 | 17,633 |
Net loss | 37,211 | 43,957 | 45,675 | 47,822 | 30,514 |
Distributions | (9,489) | (46,195) | (123,415) | (54,216) | (33,282) |
Balance at ending | (41,547) | 6,233 | (69,269) | 8,471 | 14,865 |
Class C | Common Stock | |||||
Balance at beginning | 4,068 | 2,654 | 2,654 | 1,443 | 726 |
Equity-based compensation expense | 960 | 1,156 | 1,414 | 1,211 | 717 |
Balance at ending | $ 5,028 | $ 3,810 | $ 4,068 | $ 2,654 | $ 1,443 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net income | $ 63,396 | $ 74,890 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 7,813 | 7,332 |
Equity-based compensation expense | 1,124 | 1,473 |
Amortization of deferred finance costs | 1,167 | 526 |
Changes in assets and liabilities | ||
Accounts receivable | (24,576) | (954) |
Inventories | 3,708 | (9,886) |
Prepaid expenses and other assets | 216 | 474 |
Deposits and other assets | (5,330) | 85 |
Accounts payable | (1,912) | 2,197 |
Accrued expenses | 2,260 | (2,523) |
Other liabilities | 180 | (27) |
Net cash used in operating activities | 48,046 | 73,587 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (3,900) | (7,199) |
Net cash (used in) provided by investing activities | (3,900) | (7,199) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from line of credit | 20,000 | |
Payment of line of credit | (5,000) | |
Payment of term loan | (18,000) | (10,500) |
Distributions to members' | (22,333) | (85,107) |
Net cash provided by financing activities | (45,333) | (75,607) |
Net Change in Cash | (1,187) | (9,219) |
Cash - Beginning of period | 13,422 | 26,728 |
Cash - End of period | 12,236 | 17,509 |
Supplementary disclosure of cash flow information | ||
Cash paid for interest expense | $ 7,635 | $ 2,113 |
DESCRIPTION OF ORGANIZATION A_6
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CompoSecure Holdings, L.L.C. (“CompoSecure”, or the “Company”) is a manufacturer and designer of complex metal, plastic, composite ID and proprietary financial transaction cards. The Company started operations in 2000 and provides products and services primarily to global financial institutions, plastic card manufacturers, government agencies, system integrators, and security specialists. The Company is located in Somerset, New Jersey. CompoSecure creates newly innovated, highly differentiated and customized quality financial payment products to support and increase its customer acquisition, customer retention and organic customer spend. CompoSecure’s customers consist primarily of leading international, foreign and domestic banks and other credit card issuers primarily within the United States of America (“U.S.”), Europe, Asia, Latin America, Canada, and the Middle East. CompoSecure has established a leading position in the financial payment card market through nearly over 20 years of innovation and experience and is focused primarily on this attractive subsector of the financial technology market. CompoSecure serves a diverse set of over 20 direct customers and over 80 indirect customers, including some of the largest issuers of credit cards in the U.S. On June 11, 2020, the Company implemented a holding company reorganization, and as a result, CompoSecure Holdings, L.L.C. became successor to Composecure L.L.C.. Pursuant to the reorganization, CompoSecure Holdings, L.L.C. became a holding company with no business operations of its own. CompoSecure Holdings, L.L.C. has recognized the assets and liabilities of Composecure L.L.C at the carryover basis. The consolidated financial statements of CompoSecure Holdings, L.L.C. present comparative information for prior periods on a consolidated basis, as if both CompoSecure Holdings, L.L.C. and CompoSecure, L.L.C. were under common control for all periods presented. |
SUMMARY OF SIGNIFICANT ACCOU_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The Financial Statements presented in this Quarterly Report are unaudited; however, in the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited interim condensed consolidated financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The unaudited interim condensed consolidated financial statements presented herein do not contain the required disclosures under GAAP for annual financial statements and should be read in conjunction with the annual audited financial statements and related notes of the Company as of and for the year ended December 31, 2020. Due to the global outbreak of the COVID-19 pandemic, the Company had been taking a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. 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 certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to. Significant areas requiring management to make estimates include the valuation of equity instruments. See Note 7 for further discussion of the nature of these assumptions and conditions. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at September 30, 2021 and December 31, 2020. 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 via Dun and Bradestreet credit monitoring service, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. Based on these measures, 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. Inventories Inventories are stated at the lower of cost or net realizable value, using 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 Revenue Recognition The Company recognizes revenue in accordance with accounting standard ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g., receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of September 30, 2021 and December 31, 2020. 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. The Company accounts for shipping and handling as activities fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed to customers for shipping and handling as revenue. 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. Fair value of financial instruments 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 ● 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 does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised 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 September 30, 2021 and December 31, 2020, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 5, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan. Segment Information The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President.The Company’s chief operating decision-maker 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 prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Recent Accounting Pronouncements — Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new lease guidance effective January 1, 2021 using the modified retrospective transition approach , applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The Company elected the package of practical expedients which permits to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change the Company’s previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of ROU assets of $6,298 and lease liabilities of $6,875. The difference between the ROU assets and the lease liabilities is primarily due to unamortized lease incentive and deferred rent related to the Company’s operating leases at December 31, 2020. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized its incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2021 adoption date. The Company utilized a synthetic credit rating model including fundamental analysis per S&P Global Market Intelligence. The Company then utilized the Bloomberg BVAL Pricing Source to determine the option- adjusted spread and added the United States Treasury Constant Maturity for the applicable terms to determine the term structure of the IBR. Based on these calculations, the Company determined applicable discount rates for various points along the yield curve as of January 1, 2021. As a reasonableness check for the yield curve, the Company considered its revolving credit agreement amendment on November 5, 2020, which extended the term of the agreement through November 5, 2023. The base interest rate on the loan was calculated as LIBOR plus 300 bps which approximates 3.14%. This rate was generally consistent with the yield curve derived, thus the Company determined that the yield curve was appropriate for determining the discount rates for its leases. The Company then interpolated the discount rates in the yield curve to determine the discount rate for each of its existing leases at January 1, 2021. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred, if any. The Company’s lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 5 years, some of which include options to extend the lease term for up to 3 years. The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, the Company will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease. Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. The Company recognizes lease expense for these leases on a straight- line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion. Effective April l , 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 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 $315 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 in 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 has exercised both renewal options with last one exercised in 2020. The base rent is currently approximately $89 per year, which reflects an annual 3% escalation factor. Effective June 16, 2016, the Company entered into a 10-year lease for a new facility. The lease contains escalating rental payments and terminates on September 30, 2026. The agreement also provides for a renewal option at a fixed rate. The base rent is currently approximately $801 per year, which reflects an annual 3% escalation factor. The Company’s leases have remaining lease terms of 1 to 5 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 the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021. ROU assets and lease liabilities related to our operating leases are as follows: Balance Sheet Classification September 30,2021 Right-of-use assets Right of use assets $ 5,511 Current lease liabilities Current portion of lease liabilities 1,105 Non-current lease liabilities Non-current portion of lease liabilities 4,995 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). The components of lease costs were as follows: Nine-month period ended September 30, 2021 Operating lease cost $ 979 Variable lease cost 322 Total lease cost $ 1,301 Future minimum commitments under all non-cancelable operating leases are as follows: 2021 (excluding the nine months ended September 30, 2021) $ 319 2022 1,294 2023 1,298 2024 1,263 2025 1,302 2026 1,096 Later years 97 Total lease payments 6,668 Less: Imputed interest 569 Present value of lease liabilities $ 6,100 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Nine-month period ended September 30, 2021 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 954 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ — Recent Accounting Pronouncements — Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 can be adopted as of March 12, 2020 and are effective through December 31, 2022. However, it cannot be applied to contract modifications that occur after December 31, 2022. The London Interbank Offered Rate (LIBOR) is expected to be phased out at the end 2021. We do not currently have any contracts that have been changed to a new reference rate, but we will continue to evaluate our contracts and the effects of this standard on our consolidated financial statements prior to adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The global outbreak of the COVID-19 pandemic continue to rapidly evolve. The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. 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. See Note 8 for further discussion of the nature of these assumptions and conditions. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature. Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at December 31, 2020 and 2019. Inventories Inventories are stated at the lower of cost or net realizable value, using 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 Revenue Recognition On January 1, 2019, the Company adopted the new accounting standard ASC 606, “revenue from Contracts with Customers” (Topic 606) (“ASC 606”) and the related amendments to all contracts with customers that were not completed as of the date of adoption using the modified retrospective method. As a result of the assessment, the Company determined that adoption of the new standard did not have a significant impact on its revenue recognition methodology. As a result of adopting the new guidance, the Company recognizes revenue 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. 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, 2020 and 2019. 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. The Company accounts for shipping and handling as activities to fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed to customers for shipping and handling as revenue. 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. Shipping and Handling Costs Amounts billed to customers for shipping and handling are classified as revenue. 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 $1,596, $1,752, and $1,177 for the years ended December 31, 2020, 2019, and 2018, respectively. Advertising The Company expenses the cost of advertising as incurred. Advertising expense of approximately $181, $313, and $397 for the years ended December 31, 2020, 2019, and 2018, respectively, were included in Selling, general and administrative expenses in the consolidated statements of operations. Income Taxes The Company is treated as a partnership and is not a tax paying entity for federal and state income tax purposes. The Company’s earnings and losses are included in the tax returns of the members. As such, no provisions were made for federal or state income taxes for the years ended December 31, 2020, 2019, and 2018. Federal, state and local income tax returns for years prior to 2017 longer subject to examination by tax authorities. Equity-Based Compensation The Company has an equity-based compensation plan and a profits interest which are described in more detail in Note 8. 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 estimates the fair value of each option on the date of grant using the calculated value method of the Black-Scholes option-pricing model. The calculated value of each option award is estimated at the grant date. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the Company’s employees and may vary based upon the behavior of different groups of employees. The Company has elected to use the calculated value method to account for the options it has issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine volatility, the Company used the historical closing values of comparable publicly held entities to estimate volatility.The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. 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. 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, 2020, 2019, and 2018 were salaries and commissions of $12,650, $14,824, and $8,865, transaction costs of $264, $1,065, and $56, and professional fees of $6,536, $4,546, and $3,822, respectively. 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 ● 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 does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised 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, 2020 and December 31, 2019, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 6, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan. 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 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 prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Recent Accounting Pronouncements — Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The ASU is effective for the Company on January 1, 2021 and the Company expects to adopt the new lease guidance on the effective date using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company does not expect to elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. While the Company continues to assess all of the effects of adoption, the Company believes the most significant effects relate to 1) the recognition of new ROU assets and lease liabilities on its balance sheet for its real estate operating leases and 2) providing significant new disclosures for its leasing activities. The Company also currently expects to elect the practical expedient not to separate lease and non-lease components for all of its leases. The Company expects to record the new ROU assets and the lease liabilities ranging from approximately $6,000 to $7,000 on the balance sheet as of January 1, 2121. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. |
INVENTORIES_2
INVENTORIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
INVENTORIES | ||
INVENTORIES | 3. INVENTORIES The major classes of inventories were as follows: September 30, 2021 December 31, 2020 Raw materials $ 27,293 $ 27,094 Work in process 1,457 1,055 Finished goods 352 3,999 Inventory reserve (2,613) (1,950) $ 26,489 $ 30,197 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. | 4. INVENTORIES The major classes of inventories were as follows: December 31, 2020 2019 Raw materials $ 27,094 $ 16,701 Work in process 1,055 1,538 Finished goods 3,999 1,042 Inventory reserve (1,950) (793) $ 30,197 $ 18,488 The Company reviews inventory for slow moving or obsolete amounts based on expected product sales volume and provides reserves against the carrying amount of inventory as appropriate. |
PROPERTY AND EQUIPMENT_2
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Useful Life September 30, 2021 December 31, 2020 Machinery and equipment 5 – 10 years $ 59,199 $ 57,360 Furniture and fixtures 3 – 5 years 955 955 Computer equipment 3 – 5 years 925 908 Leasehold improvements Shorter of lease term or estimated useful life 11,075 10,875 Vehicles 5 years 264 264 Software 1 – 3 years 1,506 1,186 Construction in progress 2,043 519 Total 75,966 72,066 Less: Accumulated depreciation 52,019 44,207 $ 23,947 $ 27,859 Depreciation expense on property and equipment was $7,812 and $7,332 for the nine months ended September 30, 2021 and 2020, respectively. | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, Useful Life 2020 2019 Machinery and equipment 5 – 10 years $ 57,360 $ 48,722 Furniture and fixtures 3 – 5 years 955 955 Computer equipment 3 – 5 years 908 885 Shorter of lease term Leasehold improvements or estimated useful life 10,875 10,757 Vehicles 5 years 264 264 Software 1 – 3 years 1,186 841 Construction in progress 519 2,141 Total 72,066 64,565 Less: Accumulated depreciation 44,207 34,291 $ 27,859 $ 30,274 Depreciation expense for the years ended December 31, 2020, 2019, and 2018, was $9,916, $8,606, and $7,605, respectively. |
DEBT_2
DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
DEBT | 5. DEBT On July 26, 2016, the Company entered into a $120,000 credit facility with JP Morgan Chase (“JPMC”) acting as the lending agent (“2016 Credit Facility”). The 2016 Credit Facility provided a revolving loan (“Revolver”) with a maximum aggregate amount of $40,000, and an $80,000 term loan (“Term Loan”). In July of 2019, the Company amended its 2016 Credit Facility with JPMC, increasing the maximum aggregate amount available under the revolver to $60,000 and the amount of the term loan to $140,000. In addition, the maturity date of both the revolver and term loan was amended to July 2, 2022. This amendment was accounted for as a modification and approximately $1,065 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In connection with the amendment, the prior outstanding balance of $64,000 along with $100 of interest was paid-off. In November of 2020, the Company entered into a new agreement with JPMC to refinance its July 2019 credit facility, increasing the maximum aggregate amount available under the term loan to $240,000 bringing total credit facility to $300,000. In addition, the maturity date of both the revolver and term loan was amended to November 5, 2023. This amendment was accounted for as a modification and approximately $3,200 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In connection with the amendment, the prior outstanding balance were paid-off. Further, one of the lenders in the original agreement did not participate in the amended debt agreement. As such, the balance related to that lender was written off by the Company. Interest on the Revolver and Term Loan are based the outstanding principal amount during the interest period multiplied by the fluctuating bank prime rate plus the applicable margin of 2.00% or for portions of the debt converted to Euro Loans the quoted LIBOR rate plus the applicable margin of 3.00%. At September 30, 2021 and 2020, the effective interest rate on the Revolver and Term Loan was 4.36% and 2.75% per annum, respectively. Interest is payable monthly in arrears or upon maturity of the Euro loans that can run 30, 90, 120, 180 day time periods. The Company must pay quarterly an annual commitment fee of 0.40% on the unused portion of the $60 million Revolver commitment. The credit facility is secured by substantially all of the assets of the Company. The Company recognized $8,830 and $3,770 of interest expense related to the Revolver and the Term Loan for the periods ended September 30, 2021 and 2020, respectively. The terms of the credit facilities contain certain financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio. At September 30, 2021 and December 31, 2020, the Company was in compliance with all financial covenants. As of September 30, 2021 and December 31, 2020, there was $15,000 and $20,000 balance on the Revolver. The balances payable under all borrowing facilities are as follows: September 30, December 31, 2021 2020 Total debt $ 222,000 $ 240,000 Less: current portion of term loan (scheduled payments) 24,000 24,000 Less: net deferred financing costs 2,946 4,113 Total long-term debt $ 195,054 $ 211,887 The maturity of the Term Loan is as follows: Remainder of 2021 $ 6,000 2022 24,000 2023 192,000 Total debt $ 222,000 CompoSecure is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, CompoSecure entered into an interest rate swap agreement on November 5, 2020 to hedge forecasted interest rate payments on its variable rate debt. At September 30, 2021, the Company’s interest rate swap contract outstanding had a notional amount of $100,000 maturing in November 2023. 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. The Company has determined the fair value of the interest rate swap to be immaterial at each reporting period and therefore, in the consolidated statements of operations, the Company reflects only the realized gains and losses of the actual monthly settlement activity of the interest rate swap. The Company does not reflect the unrealized changes in fair value of the interest rate swap at each reporting period, and similarly a derivative asset or liability is not recognized at each reporting period in the Company’s financial statements. | 6. DEBT On July 26, 2016, the Company obtained a $120 million credit facility with JP Morgan Chase (“JPMC”) acting as the lending agent (“2016 Credit Facility”). The 2016 Credit Facility provided a revolving loan (“Revolver”) with a maximum aggregate amount of $40 million, and a $80 million term loan (“Term Loan”). In July of 2019, the Company amended its 2016 Credit Facility with JPMC, increasing the maximum aggregate amount available under the revolver to $60,000 and the amount of the term loan to $140,000. In addition, the maturity date of both the revolver and term loan was amended to July 2, 2022. This amendment was accounted for as a modification and approximately $1,065 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In connection with the amendment, the prior outstanding balance of $64,000 along with $100 of interest was paid-off. Further, two of the lenders in the original agreement did not participate in the amended debt agreement. As such, the balances related to these two lenders were written off by the Company. In November of 2020, the Company entered into a new agreement with JPMC to refinance its existing July 2019 credit facility, increasing the maximum aggregate amount available under the term loan to $240,000 bringing total credit facility to $300,000. In addition, the maturity date of both the revolver and term loan was amended to November 5, 2023. This amendment was accounted for as a modification and approximately $3,200 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In connection with the amendment, the prior outstanding balance were paid-off. Further, one of the lenders in the original agreement did not participate in the amended debt agreement. As such, the balance related to that lender was written off by the Company. Interest on the Revolver and Term Loan are based the outstanding principal amount during the interest period multiplied by the fluctuating bank prime rate plus the applicable margin of 2.00% or for portions of the debt converted to Euro Loans the quoted LIBOR rate plus the applicable margin of 3.00%. At December 31, 2020 and 2019, the effective interest rate on the Revolver and Term Loan was 4.36% and 4.09% per annum, respectively. Interest is payable monthly in arrears or upon maturity of the Euro loans that can run 30, 90, 120, 180 day time periods. The Company must pay quarterly an annual commitment fee of 0.40% on the unused portion of the $60 million Revolver commitment. The credit facility is secured by substantially all of the assets of the Company. The Company recognized $6,142 $5,453, and $5,105 of interest expense related to the Revolver and the Term Loan for the years ended December 31, 2020, 2019, and 2018, respectively. The terms of the credit facilities impose 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, 2020, the Company was in compliance with all financial covenants. The balances payable under all borrowing facilities are as follows: December 31, December 31, 2020 2019 Total debt $ 240,000 $ 133,000 Less: current portion of term loan (scheduled payments) 24,000 14,000 Less: net deferred financing costs 4,113 1,757 Total long-term debt $ 211,887 $ 117,243 The maturity of the Term Loan is as follows: Years 2021 $ 24,000 2022 24,000 2023 192,000 Total debt $ 240,000 CompoSecure is exposed to interest rate risk on variable interest rate debt obligations. On November 5, 2020, to manage interest rate risk CompoSecure entered into an interest rate swap agreement to hedge forecasted interest rate payments on its variable rate debt. At December 31, 2020, the Company’s interest rate swap contract outstanding had a notional amount of $100,000 maturing in November 2023. 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. The Company has determined the fair value of the interest rate swap to be immaterial at each reporting period and therefore, in the consolidated statements of operations, the Company reflects only the realized gains and losses of the actual monthly settlement activity of the interest rate swap. The Company does not reflect the unrealized changes in fair value of the interest rate swap at each reporting period, and similarly a derivative asset or liability is not recognized at each reporting period in the Company’s financial statements. |
MEMBERS' EQUITY_2
MEMBERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
STOCKHOLDER'S EQUITY | ||
STOCKHOLDER'S EQUITY | 6. MEMBERS’ EQUITY On June 11, 2020, the Company implemented the holding company reorganization, which resulted in CompoSecure Holdings, L.L.C. owning all of the issued and outstanding units of Composecure L.L.C.. Consequently, CompoSecure, L.L.C. became a direct, wholly owned subsidiary of CompoSecure Holdings, L.L.C.. Each unit of each class of CompoSecure, L.L.C. units issued and outstanding immediately prior to the legal reorganization automatically converted into an equivalent corresponding units of CompoSecure Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C.. Effective May 11, 2015, pursuant to the terms of the Class B Unit Purchase Agreement and related agreements, Class A Unit holders (“Sellers”) created a new class of units, Class B units, and issued 66,000 units of such Class B to a group of investors led by LLR Equity Partners IV, L.P. with 55.2% of the Class B units. As a result of the May 11, 2015 recapitalization transaction, the Class B unit holders (“Purchasers”), collectively, became the majority owner of the Company holding an aggregate of 66,000 Class B units, representing 60% of the Company’s total issued and outstanding units. The Sellers, collectively, retained an aggregate of 44,000 Class A units, representing 40% of the Company’s total issued and outstanding units. The Company additionally set aside up to 12,222 of its Class C membership units for use as compensatory options. Refer to Note 7 for additional details regarding Class C units. Several of the Company’s employment agreements obligate the Company to make bonus payments to certain employees that were considered compensation although calculated based on a percent of the actual earn-out paid to the Sellers. Each holder of Class A and Class B units is entitled to one vote for each unit held. The holders of units are entitled to cash distributions, subject to certain restrictions in the debt agreement, in an amount that allows them to pay their current tax obligations that arise out of income being allocated to them due to the limited liability company pass-through company tax structure and, with respect to Class B Units, for payment of the earn-out obligation to the Sellers. Holders of Class C Profit Interests units have no voting rights except as required by law. | 7. MEMBERS’ EQUITY On June 11, 2020, the Company implemented the holding company reorganization, which resulted in CompoSecure Holdings, L.L.C. owning all of the issued and outstanding units of Composecure L.L.C.. Consequently, CompoSecure, L.L.C. became a direct, wholly owned subsidiary of CompoSecure Holdings, L.L.C.. Each unit of each class of CompoSecure, L.L.C. units issued and outstanding immediately prior to the legal reorganization automatically converted into an equivalent corresponding units of CompoSecure Holdings, L.L.C., and CompoSecure Holdings, L.L.C. unit holders immediately prior to the consummation of the legal reorganization became unit holders of CompoSecure Holdings, L.L.C.. Effective May 11, 2015, pursuant to the terms of the Class B Unit Purchase Agreement and related agreements, Class A Unit holders (“Sellers”) created a new class of units, Class B units, and issued 66,000 units of such Class B to a group of investors led by LLR Equity Partners IV, L.P. with 55.2% of the Class B units. As a result of the May 11, 2015 recapitalization transaction, the Class B unit holders (“Purchasers”), collectively, became the majority owner of the Company holding an aggregate of 66,000 Class B units, representing 60% of the Company’s total issued and outstanding units. The Sellers, collectively, retained an aggregate of 44,000 Class A units, representing 40% of the Company’s total issued and outstanding units. The Company additionally set aside up to 12,222 of its Class C membership units for use as compensatory options. Refer to Note 8 for additional details regarding Class C units. In accordance with the terms and conditions of the Repurchase Agreement, executed contemporaneously with the Purchase Agreement, during an earn-out period, the Sellers were eligible to earn additional cash consideration for the repurchase of units by the Company of up to fifty-four million dollars ($54,000) in the aggregate, payable by Class B unit holders (the “Purchasers”). The amounts to be paid were contingent upon EBITDA targets over a period of 3 years from the transaction date. As of December 31, 2019, the total amount paid out since the recapitalization transaction amounted to $54,000. Accordingly, as of December 31, 2019, this obligation was satisfied and no further amounts were due. In addition to the earn-out obligation of the Purchasers, several of the Company’s employment agreements obligate the Company to make bonus payments to certain employees that were considered compensation although calculated based on a percent of the actual earn-out paid to the Sellers. Each holder of Class A and Class B units is entitled to one vote for each unit held. The holders of units are entitled to cash distributions, subject to certain restrictions in the debt agreement, in an amount that allows them to pay their current tax obligations that arise out of income being allocated to them due to the limited liability company pass-through company tax structure and, with respect to Class B Units, for payment of the earn-out obligation to the Sellers. Holders of Class C Profit Interests units have no voting rights except as required by law. |
EQUITY COMPENSATION_2
EQUITY COMPENSATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQUITY COMPENSATION | ||
EQUITY COMPENSATION | 7. EQUITY COMPENSATION Equity Incentive Plan In connection with the reorganization transaction on June 11, 2020 (see Note 6), all options to purchase Class C Units of the CompoSecure, L.L.C. will automatically be converted into options to purchase Class C Units of CompoSecure Holdings, L.L.C., and the CompoSecure, L.L.C. Amended and Restated Equity Incentive Plan will be assumed by CompoSecure Holdings, L.L.C. and be deemed to be the Equity Incentive Plan (the “Plan”) of CompoSecure Holdings, L.L.C.. In connection with the May 2015 recapitalization transaction (see Note 6), the Company adopted the Plan, an incentive plan that provides for granting of options, Class C unit appreciation rights, restricted Class C units, unrestricted Class C unit awards and other equity awards. The number of Class C units that may be issued with respect to awards granted under the Plan shall not exceed an aggregate of 12,222 units. The exercise price of unit options granted under the Plan is equal to the fair market value of the Company’s members’ equity at the date of grant. Time-vested options vest and become exercisable incrementally over a 5-year and a 4-year period, depending on the type of grant. The time- vested options also provide for accelerating vesting if there is a change in control as described in the Plan agreement. The time-vested options expire on the 10th anniversary of the grant date. The calculated value of each option award is estimated at the date of grant using the Black-Scholes option valuation model. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the Company’s employees and may vary based upon the behavior of different groups of employees. The Company has elected to use the calculated value method to account for the options it has issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine volatility, the Company used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. There were no time-vested options granted during the nine months ended September 30, 2021. Activity of time-vested units for the nine months ended September 30, 2021 was as follows: Weighted Average Weighted Average Remaining Aggregate Number of Exercise Price Contractual Intrinsic Value Shares Per Shares Term (years) (in thousands) Outstanding at January 1, 2021 9,778 $ 799.80 5.4 $ 5,547 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding at September 30, 2021 9,778 $ 799.80 4.6 $ 5,547 Vested and expected to vest at September 30, 2021 9,778 $ 799.80 4.6 $ 5,547 Exercisable at September 30, 2021 8,977 $ 563.26 4.3 $ 5,547 The Company recognized approximately $1,124 and $1,473 of compensation expense for the time- vested options in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations in the nine months ended September 30, 2021 and 2020, respectively. Unrecognized compensation expense for the time-vested options of approximately $1,742 is expected to be recognized during the next 3 years. Profits Interest On May 11, 2017, the members of the Company executed a Limited Liability Company Agreement for an entity formed in 2016 titled CompoSecure Employee L.L.C.. The purpose of the entity is to hold operating incentive units. In May 2017, the Company granted 2,444 incentive units with a profits interest hurdle of $232,232. No interests were granted during the period ended September 30, 2021. The Company recognized approximately $164 and $317 of compensation expense for the incentive units in general and administrative expenses in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020, respectively. Unrecognized compensation expense for the incentive units of approximately $68 is expected to be recognized during the next one year. | 8. EQUITY COMPENSATION Equity Incentive Plan In connection with the reorganization transaction on June 11, 2020 (see Note 7), all options to purchase Class C Units of the CompoSecure, L.L.C. were automatically converted into options to purchase Class C Units of CompoSecure Holdings, L.L.C., and the CompoSecure, L.L.C. Amended and Restated Equity Incentive Plan was assumed by CompoSecure Holdings, L.L.C. and be deemed to be the Equity Incentive Plan (the “Plan”) of CompoSecure Holdings, L.L.C. In connection with the May 2015 recapitalization transaction, the Company adopted the Plan, an incentive plan that provides for granting of options, Class C unit appreciation rights, restricted Class C units, unrestricted Class C unit awards and other equity awards. The number of Class C units that may be issued with respect to awards granted under the Plan shall not exceed an aggregate of 12,222 units. During 2020, 2019, and 2018, the Company granted 488, 306, and 978 C units options, respectively.The exercise price of unit options granted under the Plan is equal to the fair market value of the Company’s members’ equity at the date of grant. Time-vested options vest and become exercisable incrementally over a 5-year 4-year The calculated value of each option award is estimated at the date of grant using the Black-Scholes option valuation model. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the Company’s employees and may vary based upon the behavior of different groups of employees. The Company has elected to use the calculated value method to account for the options it has issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine volatility, the Company used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflects 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 time-vested member options granted during the period from January 1 through December 31, 2020, 2019, and 2018, respectively: 2020 2019 2018 Expected term 1 year 1.25 years 2 years Volatility 44.00 % 30.00 % 30.00 % Risk-free rate 1.07 % 2.36 % 2.36 % Expected dividends 0 % 0 % 0 % Expected forfeiture rate 0 % 0 % 0 % The following table sets forth the options activity under the Company’s equity plans for the year ended December 31, 2020: Weighted Average Aggregate Weighted Average Remaining Intrinsic Number Exercise Price Contractual Term Value of Shares Per Shares (years (in thousands) Outstanding at January 1, 2020 9,290 $ 542.49 6.1 Granted 488 4,387.00 10.0 Exercised — — Outstanding at December 31, 2020 9,778 $ 799.80 5.4 5,547 Vested and expected to vest at December 31, 2020 9,778 $ 799.80 5.4 5,547 Exercisable at December 31, 2020 8,438 $ 406.63 4.9 5,537 The weighted average calculated grant date fair value per time-vested option granted during the years ended December 31, 2020, 2019, and 2018 were $1,086, $2,987.50, and $2,987.50, respectively. The Company recognized approximately $1,143, $1,211, and $717 of compensation expense for the time- vested options in Selling, general and administrative expenses in the accompanying consolidated statements of operations in 2020, 2019, and 2018, respectively. The number of options exercisable and vested as of December 31, 2020, 2019, and 2018 were 8,438, 7,413, and 1,341, respectively. The weighted average exercise price of options exercisable and vested is $406.63, $265.62 and $144.34 for years ended December 31, 2020, 2019, and 2018, respectively. The weighted average remaining contractual years term (years) per options exercisable as of December 31, 2020, 2019, and 2018 is 4.9, 5.7, and 6.6, respectively. Unrecognized compensation expense for the time- vested options of approximately $2,634 is expected to be recognized during the next four years. Profits Interest On May 11, 2017, the members of the Company executed a Limited Liability Company Agreement for a company formed in 2016 titled CompoSecure Employee LLC. The purpose of the Company is to hold Operating Incentive units. In May 2017, the Company granted 2,444 incentive units with a profits interest hurdle of $232,232. No interests were granted during the period ended December 31, 2020. The Company recognized approximately $433, $470, and $497 of compensation expense for the incentive units in Selling, general and administrative expenses in the accompanying consolidated statements of operations in 2020, 2019, and 2018, respectively, these are eligible for distributions above the hurdle amount and tax distributions as well. Unrecognized compensation expense for the incentive units of approximately $234 is expected to be recognized during the next three years. |
RETIREMENT PLANS
RETIREMENT PLANS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RETIREMENT PLANS. | ||
RETIREMENT PLANS | 8. RETIREMENT PLANS Defined Contribution Plan The Company has a 401(k) profit sharing plan for all full-time employees who have attained the age of 21 and completed 90 days of service. The Company matches 100% of the first 1% and then 50% of the next 5% of employee contributions. Retirement plan expense for the nine months ended September 30, 2021 and 2020 was approximately $786 and $778, 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 | 9. 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 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 Company made an initial contribution of $150 with an additional contribution of $0, $501, and $0 for years ended December 31, 2020, 2019, and 2018, respectively. The total liability was $1,534 and $1,461 at December 31, 2020 and 2019, respectively, 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 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 |
GEOGRAPHIC INFORMATION AND CO_5
GEOGRAPHIC INFORMATION AND CONCENTRATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GEOGRAPHIC INFORMATION AND CONCENTRATIONS. | ||
GEOGRAPHIC INFORMATION AND CONCENTRATIONS. | 9. 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 was as follows: Nine months ended September 30, 2021 2020 Net sales by region: Domestic $ 154,454 $ 169,856 International 38,194 37,017 Total $ 192,648 $ 206,873 The Company’s principal direct customers as of September 30, 2021 consisted primarily of leading international, foreign and domestic banks and other credit card issuers primarily within the U.S., Europe, Asia, Latin America, Canada, and the Middle East. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary. Two customers individually accounted for more than 10% of the Company’s revenue or 70% of total revenue in the nine months ended September 30, 2021. Three customers individually accounted for more than 10% of the Company’s revenue or 83% of total revenue in the nine months ended September 30, 2020. Four customers individually accounted for more than 10% of the Company’s accounts receivable or approximately 80% and two customers individually accounted for more than 10% or 61% of total accounts receivable as of September 30, 2021 and December 31, 2020, respectively. The Company primarily relied on three vendors that individually accounted for more than 10% of purchases of supplies for the nine months ended September 30, 2021. Purchases of supplies from these vendors totaled approximately 32% of total purchases for the nine months ended September 30, 2021. The Company primarily relied on three vendors that individually accounted for more than 7% of purchases of supplies for the nine months ended September 30, 2020 or approximately 32% of total purchases for the nine months ended September 30, 2020. | 10. 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, 2020 2019 2018 Net sales by country Domestic $ 213,982 $ 191,502 $ 136,140 International 46,603 51,788 19,284 Total $ 260,586 $ 243,290 $ 155,424 The Company’s principal direct customers as of December 31, 2020 consist primarily of leading international, foreign and domestic banks and other credit card issuers primarily within the U.S., Europe, Asia, Latin America, Canada, and the Middle East. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary. Two customers individually accounted for more than 10% of the Company’s revenue or 72.1% of total revenue for the year ended December 31, 2020. Three customers individually accounted for more than 10% of the Company’s revenue or 74.9% of total revenue for the year ended December 31, 2019.Three customers individually accounted for more than 10% of the Company’s revenue or The Company primarily relied on four vendors that individually accounted for more than 9% of purchases of supplies for the year ended December 31, 2020. The Company primarily relied on two vendors that individually accounted for more than 10% of purchases of supplies for the year ended December 31, 2019. |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS | ||
COMMITMENTS AND CONTINGENCIES | 10. 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 2 for future minimum commitments under all non- cancelable operating leases. 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. During March 2021, the Company received from a third party a notice of dispute with respect to whether commissions are due and owing on product sales to certain of the Company’s customers which, if successful, could require payments ranging from $4,000 to $10,000, plus costs and expenses, together with additional commission payments on future sales, if any, to such customers. The Company does not believe these commissions are owed, and the parties have commenced arbitration proceedings to resolve this dispute. The Company has not accrued any amount as a component of accrued expense related to the dispute as of September 30, 2021. | 11. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 840. The Company expects to adopt the new guidance under ASC 842 effective January 1, 2021 (see Note 2). 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 5 10 Effective April l , 2012, the Company entered into a 10 five currently approximately $315 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 The Company has the option to extend the term for two Effective June 16, 2016, the Company entered into a 10 Future minimum commitments under all non-cancelable operating leases are as follows: Years Ending December 31, 2021 $ 1,252 2022 1,294 2023 1,298 2024 1,263 2025 1,302 Thereafter 1,193 Total $ 7,602 Rent expense, including real estate taxes and related costs, for the years ended December 31, 2020, 2019, and 2018 aggregated approximately $1,744, $1,683, and $1,614 respectively. 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 March 2021, the Company received a notice of dispute (see Note 12). |
SUBSEQUENT EVENTS_2_3_4
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS The Company completed an evaluation of the impact of any subsequent events through the date the consolidated financial statements were available to issued and determined no required disclosure in the consolidated financial statements. | 13. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after the consolidated balance sheet date of December 31, 2020 through May 27, 2021, the date these consolidated financial statements were available to be issued. On April 19, 2021, CompoSecure entered into a merger agreement with Roman DBDR Tech Acquisition Corp (“Roman”), a Delaware corporation to merge, subject to the terms and conditions set in the agreement. Roman, a special purpose acquisition company, announced that CompoSecure and Roman had entered into a definitive merger agreement. Upon Closing of the transaction, the combined company will operate as CompoSecure, Inc. and will trade on the Nasdaq stock market. |
SUMMARY OF SIGNIFICANT ACCOU_18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The Financial Statements presented in this Quarterly Report are unaudited; however, in the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited interim condensed consolidated financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The unaudited interim condensed consolidated financial statements presented herein do not contain the required disclosures under GAAP for annual financial statements and should be read in conjunction with the annual audited financial statements and related notes of the Company as of and for the year ended December 31, 2020. Due to the global outbreak of the COVID-19 pandemic, the Company had been taking a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. The global outbreak of the COVID-19 pandemic continue to rapidly evolve. The Company has taken a number of measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for the employees and securing the supply of materials that are essential to the Company’s production process. At this stage, the impact on the Company’s business and results has not been significant. However, the ultimate impact of the pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicated with confidence, including the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, required social distancing and any additional preventative and protective actions that governments, or the Company, may direct, which could result in an extended period of continued business disruption, reduced customer, collaborator, or supplier traffic and reduced operations. |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. 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 certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to. Significant areas requiring management to make estimates include the valuation of equity instruments. See Note 7 for further discussion of the nature of these assumptions and conditions. | 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. See Note 8 for further discussion of the nature of these assumptions and conditions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature. | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily convertible into known amounts of cash.Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned on the short-term investments is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short and liquid nature. |
Accounts Receivable | Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at September 30, 2021 and December 31, 2020. | Accounts Receivable Accounts receivable are recognized net of allowances for doubtful accounts. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for estimated bad debts are established at the time of sale and are based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. The Company did not recognize any accounts receivable allowance for doubtful accounts at December 31, 2020 and 2019. |
Market and Credit Risk | 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 via Dun and Bradestreet credit monitoring service, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. Based on these measures, 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. | 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. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, using 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. | Inventories Inventories are stated at the lower of cost or net realizable value, using 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 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 | 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 |
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. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g., receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of September 30, 2021 and December 31, 2020. 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. The Company accounts for shipping and handling as activities fulfill its promise to transfer the associated products to its customers. Accordingly, the Company records amounts billed to customers for shipping and handling as revenue. 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. | |
Fair value of financial instruments | Fair value of financial instruments 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 ● 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 does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised 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 September 30, 2021 and December 31, 2020, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 5, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan. | 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 ● 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 does not have any assets or liabilities valued on a recurring basis under ASC 820. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable and accounts payable and debt. Cash and cash equivalents comprised 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, 2020 and December 31, 2019, the carrying values of cash, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit. As noted in Note 6, the carrying value of the Company’s term loan under the financing agreement approximates fair value because of the variable market interest rates charged for this term loan. |
Segment Information | Segment Information The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President.The Company’s chief operating decision-maker 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 prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. | 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 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 prepare discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. |
Recent Accounting Standards | Recent Accounting Pronouncements — Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new lease guidance effective January 1, 2021 using the modified retrospective transition approach , applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The Company elected the package of practical expedients which permits to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change the Company’s previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of ROU assets of $6,298 and lease liabilities of $6,875. The difference between the ROU assets and the lease liabilities is primarily due to unamortized lease incentive and deferred rent related to the Company’s operating leases at December 31, 2020. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized its incremental borrowing rate (“IBR”), which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2021 adoption date. The Company utilized a synthetic credit rating model including fundamental analysis per S&P Global Market Intelligence. The Company then utilized the Bloomberg BVAL Pricing Source to determine the option- adjusted spread and added the United States Treasury Constant Maturity for the applicable terms to determine the term structure of the IBR. Based on these calculations, the Company determined applicable discount rates for various points along the yield curve as of January 1, 2021. As a reasonableness check for the yield curve, the Company considered its revolving credit agreement amendment on November 5, 2020, which extended the term of the agreement through November 5, 2023. The base interest rate on the loan was calculated as LIBOR plus 300 bps which approximates 3.14%. This rate was generally consistent with the yield curve derived, thus the Company determined that the yield curve was appropriate for determining the discount rates for its leases. The Company then interpolated the discount rates in the yield curve to determine the discount rate for each of its existing leases at January 1, 2021. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives incurred, if any. The Company’s lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of 1 year to 5 years, some of which include options to extend the lease term for up to 3 years. The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities. The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, the Company will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight line basis over the term of the lease. Operating Leases The Company leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. The Company recognizes lease expense for these leases on a straight- line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion. Effective April l , 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 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 $315 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 in 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 has exercised both renewal options with last one exercised in 2020. The base rent is currently approximately $89 per year, which reflects an annual 3% escalation factor. Effective June 16, 2016, the Company entered into a 10-year lease for a new facility. The lease contains escalating rental payments and terminates on September 30, 2026. The agreement also provides for a renewal option at a fixed rate. The base rent is currently approximately $801 per year, which reflects an annual 3% escalation factor. The Company’s leases have remaining lease terms of 1 to 5 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 the Company’s operating leases was 5 years at September 30, 2021. The weighted-average discount rate was 3.73% at September 30, 2021. ROU assets and lease liabilities related to our operating leases are as follows: Balance Sheet Classification September 30,2021 Right-of-use assets Right of use assets $ 5,511 Current lease liabilities Current portion of lease liabilities 1,105 Non-current lease liabilities Non-current portion of lease liabilities 4,995 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). The components of lease costs were as follows: Nine-month period ended September 30, 2021 Operating lease cost $ 979 Variable lease cost 322 Total lease cost $ 1,301 Future minimum commitments under all non-cancelable operating leases are as follows: 2021 (excluding the nine months ended September 30, 2021) $ 319 2022 1,294 2023 1,298 2024 1,263 2025 1,302 2026 1,096 Later years 97 Total lease payments 6,668 Less: Imputed interest 569 Present value of lease liabilities $ 6,100 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Nine-month period ended September 30, 2021 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 954 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ — Recent Accounting Pronouncements — Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 can be adopted as of March 12, 2020 and are effective through December 31, 2022. However, it cannot be applied to contract modifications that occur after December 31, 2022. The London Interbank Offered Rate (LIBOR) is expected to be phased out at the end 2021. We do not currently have any contracts that have been changed to a new reference rate, but we will continue to evaluate our contracts and the effects of this standard on our consolidated financial statements prior to adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. | Recent Accounting Pronouncements — Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The ASU is effective for the Company on January 1, 2021 and the Company expects to adopt the new lease guidance on the effective date using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2021. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company does not expect to elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. While the Company continues to assess all of the effects of adoption, the Company believes the most significant effects relate to 1) the recognition of new ROU assets and lease liabilities on its balance sheet for its real estate operating leases and 2) providing significant new disclosures for its leasing activities. The Company also currently expects to elect the practical expedient not to separate lease and non-lease components for all of its leases. The Company expects to record the new ROU assets and the lease liabilities ranging from approximately $6,000 to $7,000 on the balance sheet as of January 1, 2121. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. This new standard amends the current guidance on the impairment of financial instruments and adds an impairment model known as current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity will recognize as an allowance its estimate of expected credit losses. The FASB subsequently issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses to clarify and address certain items related to the amendments in ASU 2016-13. ASC 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim reporting periods within those fiscal years with early adoption permitted. The Company does not anticipate a significant impact on its consolidated financial statements based on its historical trend of bad debt expense relating to trade accounts receivable. |
Advertising | Advertising The Company expenses the cost of advertising as incurred. Advertising expense of approximately $181, $313, and $397 for the years ended December 31, 2020, 2019, and 2018, respectively, were included in Selling, general and administrative expenses in the consolidated statements of operations. | |
Income Taxes | Income Taxes The Company is treated as a partnership and is not a tax paying entity for federal and state income tax purposes. The Company’s earnings and losses are included in the tax returns of the members. As such, no provisions were made for federal or state income taxes for the years ended December 31, 2020, 2019, and 2018. Federal, state and local income tax returns for years prior to 2017 longer subject to examination by tax authorities. | |
Equity-Based Compensation | Equity-Based Compensation The Company has an equity-based compensation plan and a profits interest which are described in more detail in Note 8. 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 estimates the fair value of each option on the date of grant using the calculated value method of the Black-Scholes option-pricing model. The calculated value of each option award is estimated at the grant date. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the Company’s employees and may vary based upon the behavior of different groups of employees. The Company has elected to use the calculated value method to account for the options it has issued. A nonpublic entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. Currently, there is no active market for the Company’s common shares. To determine volatility, the Company used the historical closing values of comparable publicly held entities to estimate volatility.The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. 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. | |
Selling, General and Administrative | 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, 2020, 2019, and 2018 were salaries and commissions of $12,650, $14,824, and $8,865, transaction costs of $264, $1,065, and $56, and professional fees of $6,536, $4,546, and $3,822, respectively. |
SUMMARY OF SIGNIFICANT ACCOU_19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of ROU assets and lease liabilities related to our operating leases | Balance Sheet Classification September 30,2021 Right-of-use assets Right of use assets $ 5,511 Current lease liabilities Current portion of lease liabilities 1,105 Non-current lease liabilities Non-current portion of lease liabilities 4,995 |
Schedule of components of lease costs | Nine-month period ended September 30, 2021 Operating lease cost $ 979 Variable lease cost 322 Total lease cost $ 1,301 |
Schedule of future minimum commitments under all non-cancelable operating leases | 2021 (excluding the nine months ended September 30, 2021) $ 319 2022 1,294 2023 1,298 2024 1,263 2025 1,302 2026 1,096 Later years 97 Total lease payments 6,668 Less: Imputed interest 569 Present value of lease liabilities $ 6,100 |
Schedule of supplemental cash flow information and non-cash activity related to our operating leases | Nine-month period ended September 30, 2021 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 954 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ — |
INVENTORIES (Tables)_2
INVENTORIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
INVENTORIES | ||
Schedule of inventory | September 30, 2021 December 31, 2020 Raw materials $ 27,293 $ 27,094 Work in process 1,457 1,055 Finished goods 352 3,999 Inventory reserve (2,613) (1,950) $ 26,489 $ 30,197 | December 31, 2020 2019 Raw materials $ 27,094 $ 16,701 Work in process 1,055 1,538 Finished goods 3,999 1,042 Inventory reserve (1,950) (793) $ 30,197 $ 18,488 |
PROPERTY AND EQUIPMENT (Table_2
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Summary of property and equipment, net | Useful Life September 30, 2021 December 31, 2020 Machinery and equipment 5 – 10 years $ 59,199 $ 57,360 Furniture and fixtures 3 – 5 years 955 955 Computer equipment 3 – 5 years 925 908 Leasehold improvements Shorter of lease term or estimated useful life 11,075 10,875 Vehicles 5 years 264 264 Software 1 – 3 years 1,506 1,186 Construction in progress 2,043 519 Total 75,966 72,066 Less: Accumulated depreciation 52,019 44,207 $ 23,947 $ 27,859 | December 31, Useful Life 2020 2019 Machinery and equipment 5 – 10 years $ 57,360 $ 48,722 Furniture and fixtures 3 – 5 years 955 955 Computer equipment 3 – 5 years 908 885 Shorter of lease term Leasehold improvements or estimated useful life 10,875 10,757 Vehicles 5 years 264 264 Software 1 – 3 years 1,186 841 Construction in progress 519 2,141 Total 72,066 64,565 Less: Accumulated depreciation 44,207 34,291 $ 27,859 $ 30,274 |
DEBT (Tables)_2
DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
Summary of amounts outstanding under of long-term term debt | September 30, December 31, 2021 2020 Total debt $ 222,000 $ 240,000 Less: current portion of term loan (scheduled payments) 24,000 24,000 Less: net deferred financing costs 2,946 4,113 Total long-term debt $ 195,054 $ 211,887 | December 31, December 31, 2020 2019 Total debt $ 240,000 $ 133,000 Less: current portion of term loan (scheduled payments) 24,000 14,000 Less: net deferred financing costs 4,113 1,757 Total long-term debt $ 211,887 $ 117,243 |
Summary of aggregate principal maturities of debt | Remainder of 2021 $ 6,000 2022 24,000 2023 192,000 Total debt $ 222,000 | Years 2021 $ 24,000 2022 24,000 2023 192,000 Total debt $ 240,000 |
EQUITY COMPENSATION (Tables)_2
EQUITY COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EQUITY COMPENSATION | ||
Schedule of Stock Option assumptions utilized | The assumptions utilized to calculate the value of the time-vested member options granted during the period from January 1 through December 31, 2020, 2019, and 2018, respectively: 2020 2019 2018 Expected term 1 year 1.25 years 2 years Volatility 44.00 % 30.00 % 30.00 % Risk-free rate 1.07 % 2.36 % 2.36 % Expected dividends 0 % 0 % 0 % Expected forfeiture rate 0 % 0 % 0 % | |
Schedule of Stock Option Activity | Activity of time-vested units for the nine months ended September 30, 2021 was as follows: Weighted Average Weighted Average Remaining Aggregate Number of Exercise Price Contractual Intrinsic Value Shares Per Shares Term (years) (in thousands) Outstanding at January 1, 2021 9,778 $ 799.80 5.4 $ 5,547 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding at September 30, 2021 9,778 $ 799.80 4.6 $ 5,547 Vested and expected to vest at September 30, 2021 9,778 $ 799.80 4.6 $ 5,547 Exercisable at September 30, 2021 8,977 $ 563.26 4.3 $ 5,547 | The following table sets forth the options activity under the Company’s equity plans for the year ended December 31, 2020: Weighted Average Aggregate Weighted Average Remaining Intrinsic Number Exercise Price Contractual Term Value of Shares Per Shares (years (in thousands) Outstanding at January 1, 2020 9,290 $ 542.49 6.1 Granted 488 4,387.00 10.0 Exercised — — Outstanding at December 31, 2020 9,778 $ 799.80 5.4 5,547 Vested and expected to vest at December 31, 2020 9,778 $ 799.80 5.4 5,547 Exercisable at December 31, 2020 8,438 $ 406.63 4.9 5,537 |
GEOGRAPHIC INFORMATION AND CO_6
GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GEOGRAPHIC INFORMATION AND CONCENTRATIONS. | ||
Schedule of geographical revenue information based on the location of the customer | Nine months ended September 30, 2021 2020 Net sales by region: Domestic $ 154,454 $ 169,856 International 38,194 37,017 Total $ 192,648 $ 206,873 | Year ended December 31, 2020 2019 2018 Net sales by country Domestic $ 213,982 $ 191,502 $ 136,140 International 46,603 51,788 19,284 Total $ 260,586 $ 243,290 $ 155,424 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS | |
Schedeule of future minimum commitments under all non-cancelable operating leases | Years Ending December 31, 2021 $ 1,252 2022 1,294 2023 1,298 2024 1,263 2025 1,302 Thereafter 1,193 Total $ 7,602 |
SUMMARY OF SIGNIFICANT ACCOU_20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ROU assets and lease liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Right-of-use assets. | $ 5,511 |
Current lease liabilities. | 1,105 |
Non-current lease liabilities. | $ 4,995 |
SUMMARY OF SIGNIFICANT ACCOU_21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Lease and non-lease components (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Operating lease cost | $ 979 |
Variable lease cost | 322 |
Total lease cost. | $ 1,301 |
SUMMARY OF SIGNIFICANT ACCOU_22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future minimum commitments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
2021 (excluding the nine months ended September 30, 2021) | $ 319 |
2022 | 1,294 |
2023 | 1,298 |
2024 | 1,263 |
2025 | 1,302 |
2026 | 1,096 |
Later years | 97 |
Total lease payments. | 6,668 |
Less: Imputed interest. | 569 |
Present value of lease liabilities. | $ 6,100 |
SUMMARY OF SIGNIFICANT ACCOU_23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplemental cash flow information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Operating cash flow information: | |
Cash paid for amounts included in the measurement of lease liabilities | $ 954 |
SUMMARY OF SIGNIFICANT ACCOU_24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands | Jun. 16, 2016USD ($) | Aug. 01, 2014USD ($)item | Apr. 12, 2012USD ($) | Sep. 30, 2021USD ($)segment | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Apr. 01, 2012 |
Customers payment term | 90 days | 90 days | |||||||
Advertising expense | $ 181 | $ 313 | $ 397 | ||||||
Provision for federal income taxes | 0 | 0 | 0 | $ 0 | |||||
Provision for state income taxes | $ 0 | 0 | 0 | $ 0 | |||||
Number of operating segment | segment | 1 | 1 | |||||||
Number of reportable segment | segment | 1 | 1 | |||||||
Lease term | 10 years | 4 years | 12 months | 10 years | |||||
Right-of-use assets. | $ 5,511 | ||||||||
Lease liabilities | $ 6,100 | ||||||||
Number of period to exercise the option to extend | item | 2 | ||||||||
Number of years in option to extend term | 3 years | ||||||||
Renewal term (in years) | 5 years | ||||||||
Base rent | $ 801 | $ 89 | $ 315 | ||||||
Annual escalation factor on the base rent | 3 | 3 | 3 | ||||||
Number of years in each period of option to extend | 2 years | ||||||||
Weighted-average remaining lease term | 5 years | ||||||||
Weighted-average discount rate | 3.73% | ||||||||
Selling, general and administrative expenses | |||||||||
Professional fees | $ 6,536 | 4,546 | 3,822 | ||||||
Transaction costs | 264 | 1,065 | 56 | ||||||
Salaries and commissions | 12,650 | 14,824 | 8,865 | ||||||
Shipping and Handling Costs | |||||||||
Operating costs | $ 1,596 | $ 1,752 | $ 1,177 | ||||||
ASU 2016-02 | |||||||||
Right-of-use assets. | $ 6,298 | ||||||||
Lease liabilities | $ 6,875 | ||||||||
LIBOR | |||||||||
Spread on variable interest rate | 300.00% | ||||||||
Interest rate | 3.14% | ||||||||
Minimum | |||||||||
Property and equipment useful life | 1 year | 1 year | |||||||
Customers payment term | 15 days | 15 days | |||||||
Right-of-use assets. | $ 6,000 | ||||||||
Renewal term (in years) | 1 year | 5 years | |||||||
Remaining lease rent | 1 year | ||||||||
Maximum | |||||||||
Property and equipment useful life | 10 years | 10 years | |||||||
Customers payment term | 60 days | 60 days | |||||||
Lease liabilities | $ 7,000 | ||||||||
Renewal term (in years) | 5 years | 10 years | |||||||
Remaining lease rent | 5 years |
INVENTORIES (Details)_2
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
INVENTORIES | |||
Raw materials | $ 27,293 | $ 27,094 | $ 16,701 |
Work in process | 1,457 | 1,055 | 1,538 |
Finished goods | 352 | 3,999 | 1,042 |
Inventory reserve | (2,613) | (1,950) | (793) |
Inventories | $ 26,489 | $ 30,197 | $ 18,488 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total | $ 75,966 | $ 72,066 | $ 64,565 |
Less: Accumulated depreciation | 52,019 | 44,207 | 34,291 |
Property plant and equipment net | 23,947 | 27,859 | 30,274 |
Depreciation expense | $ 7,812 | $ 7,332 | |
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 10 years | 10 years | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 1 year | 1 year | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 59,199 | $ 57,360 | 48,722 |
Machinery and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 10 years | 10 years | |
Machinery and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | 5 years | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 955 | $ 955 | 955 |
Furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | 5 years | |
Furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | 3 years | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 925 | $ 908 | 885 |
Computer equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | 5 years | |
Computer equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | 3 years | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 11,075 | $ 10,875 | 10,757 |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 264 | $ 264 | 264 |
Useful life | 5 years | 5 years | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 1,506 | $ 1,186 | 841 |
Software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | 3 years | |
Software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 1 year | 1 year | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 2,043 | $ 519 | $ 2,141 |
DEBT - Balance payable under _2
DEBT - Balance payable under all borrowing facilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
DEBT | |||
Total debt | $ 222,000 | $ 240,000 | $ 133,000 |
Less: current portion of term loan (scheduled payments) | 24,000 | 24,000 | 14,000 |
Less: net deferred financing costs | 2,946 | 4,113 | 1,757 |
Total long-term debt | $ 195,054 | $ 211,887 | $ 117,243 |
DEBT - Maturity of term loan _2
DEBT - Maturity of term loan (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Aggregate principal maturities of debt | |||
Remainder of 2021 | $ 6,000 | ||
2022 | 24,000 | $ 24,000 | |
2023 | 192,000 | 24,000 | |
2023 | 192,000 | ||
Total debt | $ 222,000 | $ 240,000 | $ 133,000 |
DEBT - Additional Information_2
DEBT - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2020 | Jul. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2016 | Jul. 26, 2016 | |
Line of Credit Facility [Line Items] | |||||||||
Borrowings | $ 222,000 | $ 240,000 | $ 133,000 | ||||||
Notional amount | $ 100,000 | 100,000 | |||||||
LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Spread on variable rate | 300.00% | ||||||||
Interest rate | 3.14% | ||||||||
2016 Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowings | $ 120,000 | ||||||||
Line of credit | 40,000 | ||||||||
Term Loan | $ 80,000 | ||||||||
July 2019 credit facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit | $ 300,000 | $ 60,000 | |||||||
Term Loan | 240,000 | 140,000 | |||||||
Additional cost incurred | $ 3,200 | 1,065 | |||||||
Letter of credit outstanding | 64,000 | $ 64,000 | |||||||
Interest paid | $ 100 | ||||||||
Revolver | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Letter of credit outstanding | $ 15,000 | $ 20,000 | |||||||
Interest rate | 4.36% | 4.36% | |||||||
Annual commitment fee | 0.40% | ||||||||
Unused borrowing amount | $ 60,000 | ||||||||
Revolver | Prime rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Spread on variable rate | 2.00% | ||||||||
Revolver | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Spread on variable rate | 3.00% | ||||||||
Term loan | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest paid | $ 8,830 | $ 3,770 | $ 6,142 | $ 5,453 | $ 5,105 | ||||
Interest rate | 2.75% | 4.09% |
MEMBERS' EQUITY (Details)_2
MEMBERS' EQUITY (Details) $ in Thousands | May 11, 2015shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 31, 2005shares |
EBITDA target period | 3 years | |||
Recapitalization amount | $ | $ 54,000 | |||
Class B common stock | ||||
Stock issued ( In percentage) | 60 | |||
Number of shares owned by majority owners | 66,000 | |||
Cash consideration from repurchase of equity | $ | $ 54,000 | |||
Class B common stock | LLR Equity Partners IV, L.P | ||||
Issuance of Class B common stock to Sponsors (in shares) | 66,000 | |||
Stock issued ( In percentage) | 55.2 | |||
Class A common stock | ||||
Issuance of Class B common stock to Sponsors (in shares) | 44,000 | |||
Stock issued ( In percentage) | 40 | |||
Class C | ||||
Additional Units Issued | 12,222 | 12,222 |
EQUITY COMPENSATION - Additio_2
EQUITY COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 31, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 11, 2015 | May 31, 2005 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Operating incentive units interest profit | $ 232,232 | |||||||
Operating incentive units interest grant | $ 0 | $ 0 | ||||||
Number of options exercisable | 8,977 | 8,438 | 7,413,000 | 1,341,000 | ||||
Weighted average exercise price of options | $ 406.63 | $ 265.62 | $ 144.34 | |||||
Weighted average remaining contractual years term (years) | 4 years 3 months 18 days | 4 years 10 months 24 days | 5 years 8 months 12 days | 6 years 7 months 6 days | ||||
Unrecognized compensation period | 3 years | |||||||
Time-vested options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value | $ 1,086 | $ 2,987.50 | $ 2,987.50 | |||||
Compensation expense | $ 1,124 | $ 1,473 | $ 1,143 | $ 1,211 | $ 717 | |||
Unrecognized compensation expense | $ 1,742 | $ 2,634 | ||||||
Unrecognized compensation period | 3 years | 4 years | ||||||
Class C | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issued units | 12,222 | 12,222 | ||||||
Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 68 | $ 234 | ||||||
Unrecognized compensation period | 1 year | |||||||
Equity Incentive Plan | Time-vested options | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | 4 years | ||||||
Equity Incentive Plan | Time-vested options | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 5 years | 5 years | ||||||
Equity Incentive Plan | Class C | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issued units | 12,222 | 12,222 | ||||||
Granted units | 488 | 306 | 978 | |||||
Operating Incentive Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted units | 2,444 | |||||||
Compensation expense | $ 164 | $ 317 | $ 433 | $ 470 | $ 497 |
EQUITY COMPENSATION - Schedul_3
EQUITY COMPENSATION - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of Shares | |||||
Outstanding share, beginning balance January 1, 2021 | 9,778 | 9,290 | |||
Granted | 488 | ||||
Outstanding share, ending balance September 30, 2021 | 9,778 | 9,778 | 9,778 | 9,290 | |
Vested and expected to vest at September 30, 2021 | 9,778 | 9,778 | 9,778 | ||
Exercisable at September 30, 2021 | 8,438 | 8,977 | 8,438 | 7,413,000 | 1,341,000 |
Weighted Average Exercise Price Per Shares | |||||
Outstanding share, beginning balance January 1, 2021 | $ 799.80 | $ 542.49 | |||
Granted | $ 4,387 | ||||
Exercised | 406.63 | $ 265.62 | $ 144.34 | ||
Outstanding share, ending balance September 30, 2021 | $ 799.80 | 799.80 | 799.80 | $ 542.49 | |
Vested and expected to vest at September 30, 2021 | 799.80 | 799.80 | 799.80 | ||
Exercisable at September 30, 2021 | $ 406.63 | $ 563.26 | $ 406.63 | ||
Weighted Average Remaining Contractual Term (years) | |||||
Weighted Average Remaining Contractual Term | 5 years 4 months 24 days | 4 years 7 months 6 days | 5 years 4 months 24 days | 6 years 1 month 6 days | |
Granted | 10 years | ||||
Vested and expected to vest at September 30, 2021 | 4 years 7 months 6 days | 5 years 4 months 24 days | |||
Exercisable at September 30, 2021 | 4 years 3 months 18 days | 4 years 10 months 24 days | 5 years 8 months 12 days | 6 years 7 months 6 days | |
Aggregate Intrinsic Value | |||||
Outstanding share, beginning balance January 1, 2021 | $ 5,547 | ||||
Outstanding share, ending balance September 30, 2021 | $ 5,547 | 5,547 | $ 5,547 | ||
Vested and expected to vest at September 30, 2021 | 5,547 | 5,547 | 5,547 | ||
Exercisable at September 30, 2021 | $ 5,537 | $ 5,547 | $ 5,537 |
RETIREMENT PLANS (Details)
RETIREMENT PLANS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
RETIREMENT PLANS. | |||||
Requisite service period (in days) | 90 days | 90 days | |||
Employer matching percent for first 1% employee contributions | 1.00% | 1.00% | |||
Employee contributions for 100% matching contribution (in percent) | 100.00% | 100.00% | |||
Employer matching percent for next 5% employee contributions | 5.00% | 5.00% | |||
Employee contributions for 50% matching contribution (in percent) | 50.00% | 50.00% | |||
Retirement plan expense | $ 786 | $ 778 | $ 1,030 | $ 943 | $ 675 |
RETIREMENT PLAN - Additional _2
RETIREMENT PLAN - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Accrued liability (in percent) | 0.25% | 0.25% | |||
Initial contribution | $ 150 | $ 150 | |||
Additional contribution | 0 | $ 176 | 0 | $ 501 | $ 0 |
Total liability | $ 242 | 1,534 | $ 1,461 | ||
Vesting period | 7 years | ||||
Recorded liability vested | $ 1,328 | $ 1,223 | |||
Recorded liability paid | $ 1,291 | ||||
Year 1 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 1 year | ||||
Besting percentage | 0.00% | 0.00% | |||
Year 2 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 2 years | ||||
Besting percentage | 5.00% | 5.00% | |||
Year 3 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 3 years | ||||
Besting percentage | 15.00% | 15.00% | |||
Year 4 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 4 years | ||||
Besting percentage | 20.00% | 20.00% | |||
Year 5 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 5 years | ||||
Besting percentage | 30.00% | 30.00% | |||
Year 6 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 6 years | ||||
Besting percentage | 50.00% | 50.00% | |||
Year 7 | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Vesting period | 7 years | ||||
Besting percentage | 100.00% | 100.00% |
GEOGRAPHIC INFORMATION AND CO_7
GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total | $ 192,648 | $ 206,873 | $ 260,586 | $ 243,290 | $ 155,424 |
Domestic | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total | 154,454 | 169,856 | 213,982 | 191,502 | 136,140 |
International | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total | $ 38,194 | $ 37,017 | $ 46,603 | $ 51,788 | $ 19,284 |
GEOGRAPHIC INFORMATION AND CO_8
GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Additional Information (Details) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021itemcustomer | Sep. 30, 2020itemcustomer | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Four vendors | |||||
Concentration Risk [Line Items] | |||||
Number of vendors | 4 | ||||
Two vendors | |||||
Concentration Risk [Line Items] | |||||
Number of vendors | 2 | ||||
Three vendors | |||||
Concentration Risk [Line Items] | |||||
Number of vendors | item | 3 | 3 | |||
Two customers | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 2 | 2 | |||
Three customers | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 3 | 3 | 3 | ||
Four Customers | |||||
Concentration Risk [Line Items] | |||||
Number of customers | customer | 4 | ||||
Customer concentration | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 83.00% | ||||
Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 70.00% | 72.10% | 74.90% | 84.90% | |
Revenue | Customer concentration | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% |
Outstanding receivables | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 80.00% | 61.00% | 62.00% | ||
Outstanding receivables | Customer concentration | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | ||
Purchases | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 7.00% | |||
Purchases | Vendor concentration | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 32.00% | 32.00% | 9.00% | 10.00% |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Jun. 16, 2016 | Apr. 01, 2012 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Minimum | |||||
Operating Leased Assets [Line Items] | |||||
Amount of required payments | $ 4,000 | $ 4,000 | |||
Maximum | |||||
Operating Leased Assets [Line Items] | |||||
Amount of required payments | $ 10,000 | $ 10,000 | |||
Office and manufacturing facilities in Somerset, New Jersey | |||||
Operating Leased Assets [Line Items] | |||||
Base rent | $ 315 | ||||
Annual escalation (in percent) | 3.00% | ||||
Additional office and manufacturing space in Somerset, New Jersey | |||||
Operating Leased Assets [Line Items] | |||||
Base rent | $ 89 | ||||
Annual escalation (in percent) | 3.00% | ||||
New facility | |||||
Operating Leased Assets [Line Items] | |||||
Base rent | $ 801 | ||||
Annual escalation (in percent) | 3.00% |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Future minimum payments | |||
2021 | $ 1,252 | ||
2022 | 1,294 | ||
2023 | 1,298 | ||
2024 | 1,263 | ||
2025 | 1,302 | ||
Thereafter | 1,193 | ||
Total | 7,602 | ||
Rent expense, including real estate taxes and related costs | $ 1,744 | $ 1,683 | $ 1,614 |