Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39687 | |
Entity Registrant Name | CompoSecure, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2749902 | |
Entity Address, Address Line One | 309 Pierce St. | |
Entity Address, City or Town | Somerset | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08873 | |
City Area Code | 908 | |
Local Phone Number | 518-0500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001823144 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | CMPO | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 19,356,819 | |
Warrants | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock | |
Trading Symbol | CMPOW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 59,958,422 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 23,817 | $ 13,642 |
Accounts receivable, net | 48,533 | 37,272 |
Inventories | 51,988 | 42,374 |
Prepaid expenses and other current assets | 3,911 | 3,824 |
Total current assets | 128,249 | 97,112 |
Property and equipment, net | 23,076 | 22,655 |
Right of use assets operating, net | 7,950 | 8,932 |
Deferred tax asset | 27,693 | 25,569 |
Derivative asset - interest rate swap | 8,055 | 8,651 |
Deposits and other assets | 24 | 24 |
Total assets | 195,047 | 162,943 |
CURRENT LIABILITIES | ||
Current portion of long-term debt | 10,333 | 14,372 |
Current portion of lease liabilities, operating | 1,910 | 1,846 |
Current portion of tax receivable agreement liability | 1,668 | 2,367 |
Accounts payable | 14,065 | 7,127 |
Accrued expenses | 14,218 | 10,154 |
Commission payable | 3,847 | 3,317 |
Bonus payable | 6,828 | 8,177 |
Total current liabilities | 52,869 | 47,360 |
Long-term debt, net of deferred finance costs | 202,839 | 216,276 |
Convertible notes, net | 127,708 | 127,348 |
Derivative liability - convertible notes redemption make-whole provision | 650 | 285 |
Warrant liability | 14,570 | 16,341 |
Lease liabilities, operating | 6,751 | 7,766 |
Tax receivable agreement liability | 23,953 | 24,475 |
Earnout consideration liability | 4,550 | 15,090 |
Total liabilities | 433,890 | 454,941 |
Commitments and contingencies (Note 13) | ||
Redeemable non-controlling interest | 596,587 | 600,234 |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 34,765 | 24,107 |
Accumulated other comprehensive income | 7,646 | 8,283 |
Accumulated deficit | (877,849) | (924,630) |
Total stockholders' deficit | (835,430) | (892,232) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 195,047 | 162,943 |
Class A Common Stock | ||
CURRENT LIABILITIES | ||
Common stock | 2 | 2 |
Class B Common Stock | ||
CURRENT LIABILITIES | ||
Common stock | $ 6 | $ 6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (shares) | 0 | 0 |
Preferred stock, outstanding (shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (shares) | 250,000,000 | 250,000,000 |
Common stock, issued (shares) | 19,293,287 | 16,446,748 |
Common stock, outstanding (shares) | 19,293,287 | 16,446,748 |
Class B Common Stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (shares) | 75,000,000 | 75,000,000 |
Common stock, issued (shares) | 59,958,422 | 60,325,057 |
Common stock, outstanding (shares) | 59,958,422 | 60,325,057 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 96,886 | $ 103,305 | $ 290,729 | $ 284,687 |
Cost of sales | 47,990 | 41,547 | 134,542 | 115,318 |
Gross profit | 48,896 | 61,758 | 156,187 | 169,369 |
Operating expenses: | ||||
Selling, general and administrative expenses | 20,095 | 36,116 | 67,627 | 79,325 |
Income from operations | 28,801 | 25,642 | 88,560 | 90,044 |
Other income (expense): | ||||
Revaluation of earnout consideration liability | 6,319 | 2,636 | 10,540 | 21,676 |
Revaluation of warrant liability | 9,739 | (1,678) | 1,771 | 16,363 |
Change in fair value of derivative liability - convertible notes redemption make-whole provision | 149 | 246 | (364) | 185 |
Interest expense, net | (5,696) | (5,299) | (17,067) | (14,537) |
Amortization of deferred financing costs | (314) | (551) | (1,288) | (1,825) |
Other income | 0 | 1,291 | 0 | 1,291 |
Total other income (expense), net | 10,197 | (3,355) | (6,408) | 23,153 |
Income before income taxes | 38,998 | 22,287 | 82,152 | 113,197 |
Income tax expense | (949) | (393) | (656) | (3,738) |
Net income | 38,049 | 21,894 | 81,496 | 109,459 |
Net income attributable to redeemable non-controlling interests | 30,574 | 19,077 | 65,653 | 93,973 |
Net income attributable to CompoSecure, Inc. | $ 7,475 | $ 2,817 | $ 15,843 | $ 15,486 |
Net income per share attributable to Class A common stockholders - basic (in usd per share) | $ 0.39 | $ 0.18 | $ 0.86 | $ 1.02 |
Net income per share attributable to Class A common stockholders - diluted (in usd per share) | $ 0.34 | $ 0.18 | $ 0.75 | $ 0.94 |
Weighted average shares used to compute net income per share attributable to Class A common stockholders - basic (in shares) | 19,074,679 | 15,433,438 | 18,420,069 | 15,141,169 |
Weighted average shares used to compute net income per share attributable to Class A common stockholders - diluted (in shares) | 35,764,654 | 19,662,060 | 35,362,059 | 32,814,683 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 38,049 | $ 21,894 | $ 81,496 | $ 109,459 |
Other comprehensive (loss) income, net: | ||||
Unrealized (loss) gain on derivative - interest rate swap, (net of tax) | (264) | 3,642 | (637) | 8,999 |
Total other comprehensive (loss) income, net | (264) | 3,642 | (637) | 8,999 |
Comprehensive income | $ 37,785 | $ 25,536 | $ 80,859 | $ 118,458 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Class A Common Stock | Class A Common Stock Common Stock | Class B Common Stock | Class B Common Stock Common Stock |
Beginning balance (shares) at Dec. 31, 2021 | 14,929,982 | 61,136,800 | ||||||
Beginning balance at Dec. 31, 2021 | $ (1,015,961) | $ 12,261 | $ 0 | $ (1,028,229) | $ 1 | $ 6 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance costs related to Business combination | (726) | (726) | ||||||
Stock-based compensation | 1,006 | 1,006 | ||||||
Net income | 3,394 | 3,394 | ||||||
Class A common stock issued pursuant to equity awards (in shares) | 25,000 | |||||||
Unrealized gain (loss) on derivative - interest rate | 3,869 | 3,869 | ||||||
Adjustment of redeemable non-controlling interests to redemption value | 23,514 | 23,514 | ||||||
Ending balance (shares) at Mar. 31, 2022 | 14,954,982 | 61,136,800 | ||||||
Ending balance at Mar. 31, 2022 | (984,904) | 12,541 | 3,869 | (1,001,321) | $ 1 | $ 6 | ||
Beginning balance at Dec. 31, 2021 | 608,311 | |||||||
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward] | ||||||||
Net income | 23,514 | |||||||
Adjustment of redeemable non-controlling interests to redemption value | (23,514) | |||||||
Ending balance at Mar. 31, 2022 | 608,311 | |||||||
Beginning balance (shares) at Dec. 31, 2021 | 14,929,982 | 61,136,800 | ||||||
Beginning balance at Dec. 31, 2021 | (1,015,961) | 12,261 | 0 | (1,028,229) | $ 1 | $ 6 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Proceeds from employee stock purchase plan and exercises of options | 2 | |||||||
Unrealized gain (loss) on derivative - interest rate | 8,999 | |||||||
Ending balance (shares) at Sep. 30, 2022 | 15,757,535 | 60,586,800 | ||||||
Ending balance at Sep. 30, 2022 | (918,781) | 21,055 | 8,999 | (948,843) | $ 2 | $ 6 | ||
Beginning balance at Dec. 31, 2021 | 608,311 | |||||||
Ending balance at Sep. 30, 2022 | 602,840 | |||||||
Beginning balance (shares) at Mar. 31, 2022 | 14,954,982 | 61,136,800 | ||||||
Beginning balance at Mar. 31, 2022 | (984,904) | 12,541 | 3,869 | (1,001,321) | $ 1 | $ 6 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions | (20,650) | (20,650) | ||||||
Stock-based compensation | 3,014 | 3,014 | ||||||
Net income | 8,474 | 8,474 | ||||||
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares) | 13,550 | |||||||
Class A common stock issued pursuant to Class B common stock exchanges (in shares) | 150,000 | 150,000 | ||||||
Class A common stock issued pursuant to Class B common stock exchanges | 1 | $ 1 | ||||||
Unrealized gain (loss) on derivative - interest rate | 1,488 | 1,488 | ||||||
Tax receivable agreement liability | 2,055 | 2,055 | ||||||
Adjustment of redeemable non-controlling interests to redemption value | 53,677 | 53,677 | ||||||
Ending balance (shares) at Jun. 30, 2022 | 15,118,532 | 60,986,800 | ||||||
Ending balance at Jun. 30, 2022 | (936,845) | 17,610 | 5,357 | (959,820) | $ 2 | $ 6 | ||
Beginning balance at Mar. 31, 2022 | 608,311 | |||||||
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward] | ||||||||
Net income | 52,184 | |||||||
Adjustment of redeemable non-controlling interests to redemption value | (53,677) | |||||||
Ending balance at Jun. 30, 2022 | 606,818 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions | (14,895) | (14,895) | ||||||
Stock-based compensation | 3,715 | 3,715 | ||||||
Net income | 2,817 | 2,817 | ||||||
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares) | 239,003 | |||||||
Class A common stock issued pursuant to Class B common stock exchanges (in shares) | 400,000 | 400,000 | ||||||
Proceeds from exercise of options | 2 | 2 | ||||||
Unrealized gain (loss) on derivative - interest rate | 3,642 | 3,642 | ||||||
Tax receivable agreement liability | (272) | (272) | ||||||
Adjustment of redeemable non-controlling interests to redemption value | 23,055 | 23,055 | ||||||
Ending balance (shares) at Sep. 30, 2022 | 15,757,535 | 60,586,800 | ||||||
Ending balance at Sep. 30, 2022 | (918,781) | 21,055 | 8,999 | (948,843) | $ 2 | $ 6 | ||
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward] | ||||||||
Net income | 19,077 | |||||||
Adjustment of redeemable non-controlling interests to redemption value | (23,055) | |||||||
Ending balance at Sep. 30, 2022 | 602,840 | |||||||
Beginning balance (shares) at Dec. 31, 2022 | 16,446,748 | 60,325,057 | ||||||
Beginning balance at Dec. 31, 2022 | (892,232) | 24,107 | 8,283 | (924,630) | $ 2 | $ 6 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions to non-controlling interests | (9,714) | (9,714) | ||||||
Stock-based compensation | 4,022 | 4,022 | ||||||
Net income | 2,329 | 2,329 | ||||||
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares) | 1,564,956 | |||||||
Proceeds from employee stock purchase plan and exercises of options | 146 | 146 | ||||||
Class A common stock withheld related to net share settlement of equity awards | (2,409) | (2,409) | ||||||
Class A common stock issued pursuant to Class B common stock exchanges (in shares) | 366,635 | 366,635 | ||||||
Unrealized gain (loss) on derivative - interest rate | (1,649) | (1,649) | ||||||
Tax receivable agreement liability | (290) | (290) | ||||||
Adjustment of redeemable non-controlling interests to redemption value | 12,055 | 12,055 | ||||||
Ending balance (shares) at Mar. 31, 2023 | 18,378,339 | 59,958,422 | ||||||
Ending balance at Mar. 31, 2023 | (887,742) | 25,576 | 6,634 | (919,960) | $ 2 | $ 6 | ||
Beginning balance at Dec. 31, 2022 | 600,234 | |||||||
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward] | ||||||||
Net income | 8,408 | |||||||
Adjustment of redeemable non-controlling interests to redemption value | (12,055) | |||||||
Ending balance at Mar. 31, 2023 | 596,587 | |||||||
Beginning balance (shares) at Dec. 31, 2022 | 16,446,748 | 60,325,057 | ||||||
Beginning balance at Dec. 31, 2022 | (892,232) | 24,107 | 8,283 | (924,630) | $ 2 | $ 6 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Proceeds from employee stock purchase plan and exercises of options | 1,024 | |||||||
Class A common stock issued pursuant to Class B common stock exchanges (in shares) | 366,635 | 366,635 | ||||||
Unrealized gain (loss) on derivative - interest rate | (637) | |||||||
Ending balance (shares) at Sep. 30, 2023 | 19,293,287 | 59,958,422 | ||||||
Ending balance at Sep. 30, 2023 | (835,430) | 34,765 | 7,646 | (877,849) | $ 2 | $ 6 | ||
Beginning balance at Dec. 31, 2022 | 600,234 | |||||||
Ending balance at Sep. 30, 2023 | 596,587 | |||||||
Beginning balance (shares) at Mar. 31, 2023 | 18,378,339 | 59,958,422 | ||||||
Beginning balance at Mar. 31, 2023 | (887,742) | 25,576 | 6,634 | (919,960) | $ 2 | $ 6 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions to non-controlling interests | (19,294) | (19,294) | ||||||
Stock-based compensation | 4,393 | 4,393 | ||||||
Net income | 5,737 | 5,737 | ||||||
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares) | 313,767 | |||||||
Proceeds from employee stock purchase plan and exercises of options | 243 | 243 | ||||||
Class A common stock withheld related to net share settlement of equity awards | (74) | (74) | ||||||
Unrealized gain (loss) on derivative - interest rate | 1,276 | 1,276 | ||||||
Tax receivable agreement liability | (1) | (1) | ||||||
Adjustment of redeemable non-controlling interests to redemption value | 26,973 | 26,973 | ||||||
Ending balance (shares) at Jun. 30, 2023 | 18,692,106 | 59,958,422 | ||||||
Ending balance at Jun. 30, 2023 | (868,489) | 30,137 | 7,910 | (906,544) | $ 2 | $ 6 | ||
Beginning balance at Mar. 31, 2023 | 596,587 | |||||||
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward] | ||||||||
Net income | 26,973 | |||||||
Adjustment of redeemable non-controlling interests to redemption value | (26,973) | |||||||
Ending balance at Jun. 30, 2023 | 596,587 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions to non-controlling interests | (9,354) | (9,354) | ||||||
Stock-based compensation | 4,637 | 4,637 | ||||||
Net income | 7,475 | 7,475 | ||||||
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares) | 601,181 | |||||||
Proceeds from employee stock purchase plan and exercises of options | 635 | 635 | ||||||
Class A common stock withheld related to net share settlement of equity awards | (643) | (643) | ||||||
Unrealized gain (loss) on derivative - interest rate | (264) | (264) | ||||||
Tax receivable agreement liability | (1) | (1) | ||||||
Adjustment of redeemable non-controlling interests to redemption value | 30,574 | 30,574 | ||||||
Ending balance (shares) at Sep. 30, 2023 | 19,293,287 | 59,958,422 | ||||||
Ending balance at Sep. 30, 2023 | (835,430) | $ 34,765 | $ 7,646 | $ (877,849) | $ 2 | $ 6 | ||
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward] | ||||||||
Net income | 30,574 | |||||||
Adjustment of redeemable non-controlling interests to redemption value | (30,574) | |||||||
Ending balance at Sep. 30, 2023 | $ 596,587 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 81,496 | $ 109,459 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 6,249 | 6,577 |
Stock-based compensation expense | 13,052 | 7,736 |
Amortization of deferred finance costs | 1,262 | 1,798 |
Change in fair value of earnout consideration liability | (10,540) | (21,676) |
Revaluation of warrant liability | (1,771) | (16,363) |
Change in fair value of derivative liability | (364) | 185 |
Deferred tax (benefit) expense | (1,485) | 3,191 |
Changes in assets and liabilities | ||
Accounts receivable | (11,261) | (17,871) |
Inventories | (9,614) | (13,322) |
Prepaid expenses and other assets | (87) | (225) |
Deposits and other assets | 0 | (14) |
Accounts payable | 6,938 | 5,568 |
Accrued expenses | 4,065 | 1,403 |
Other liabilities | (789) | 15,885 |
Net cash provided by operating activities | 77,879 | 81,961 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (6,669) | (7,221) |
Net cash used in investing activities | (6,669) | (7,221) |
Cash flows from financing activities: | ||
Proceeds from employee stock purchase plan and exercises of equity awards | 1,024 | 2 |
Payments for taxes related to net share settlement of equity awards | (3,126) | 0 |
Payment of line of credit | 0 | (5,000) |
Payment of Tax receivable agreement liability | (2,193) | 0 |
Payment of term loan | (18,122) | (16,878) |
Deferred finance costs related to debt modification | (256) | 0 |
Distributions to non-controlling interest | (38,362) | (35,545) |
Payment of issuance costs related to business combination | 0 | (23,833) |
Net cash used in financing activities | (61,035) | (81,254) |
Net increase (decrease) in cash and cash equivalents | 10,175 | (6,514) |
Cash and cash equivalents, beginning of period | 13,642 | 21,944 |
Cash and cash equivalents, end of period | 23,817 | 15,430 |
Supplementary disclosure of cash flow information: | ||
Cash paid for interest expense | 18,296 | 14,937 |
Supplemental disclosure of non-cash financing activities: | ||
Derivative asset - interest rate swap | $ 8,055 | $ 9,392 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CompoSecure, Inc. (“CompoSecure” or the “Company”) is a manufacturer and designer of complex metal, composite and proprietary financial transaction cards. The Company started operations in 2000 and provides products and services primarily to global financial institutions, plastic card manufacturers, system integrators, and security specialists. The Company is located in Somerset, New Jersey. Founded in 2000, CompoSecure is a technology partner to market leaders, fintechs and consumers enabling trust for millions of people around the globe. The Company combines elegance, simplicity and security to deliver exceptional experiences and peace of mind in the physical and digital world. The Company’s innovative payment card technology and metal cards with Arculus secure authentication and digital asset storage capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. The Company creates newly innovated, highly differentiated and customized quality financial payment products for banks and other payment card issuers to support and increase their customer acquisition, customer retention and organic customer spend. The Company’s customers consist primarily of leading international and domestic banks and other payment card issuers primarily within the United States (“U.S.”), Europe, Asia, Latin America, Canada, and the Middle East. The Company is a platform for next generation payment technology, security, and authentication solutions. The Company maintains trusted, highly-embedded and long-term customer relationships with an expanding set of global issuers. The Company has established a niche position in the financial payment card market through nearly over 20 years of innovation and experience and is focused primarily on this attractive subsector of the financial technology market. The Company serves a diverse set of direct customers and indirect customers, including some of the largest issuers of credit cards in the U.S. On December 27, 2021 (the "Closing Date"), Roman DBDR Tech Acquisition Corp ("Roman DBDR") consummated the merger pursuant to the Merger Agreement, dated April 19, 2021 (the "Merger Agreement"), by and among Roman DBDR, Roman Parent Merger Sub, LLC, a wholly-owned subsidiary of Roman DBDR incorporated in the State of Delaware ("Merger Sub"), and CompoSecure Holdings, L.L.C., a Delaware limited liability company ("Holdings"). Pursuant to the terms of the Merger Agreement, a business combination between the Company and Holdings was affected through the merger of Merger Sub with and into Holdings, with Holdings surviving as the surviving company and as a subsidiary of Roman DBDR (the "Business Combination"). Pursuant to the Business Combination, the merger was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"). On the Closing Date, and in connection with the closing of the Business Combination, Roman DBDR changed its name to CompoSecure, Inc. Holdings was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. CompoSecure is operated as an umbrella partnership C corporation (“Up-C”) meaning that the sole asset of CompoSecure, Inc. is its interest in CompoSecure Holdings, L.L.C. and the related deferred tax asset. CompoSecure Holdings, L.L.C. is an entity taxed as a partnership for U.S. federal income tax purposes and owned by both the historical owners and CompoSecure, Inc. By virtue of our control of CompoSecure Holdings, L.L.C.’s board of managers, CompoSecure, Inc. operates and controls the business and affairs of CompoSecure Holdings, L.L.C. As a result, we consolidate CompoSecure Holdings’ financial results and report a non-controlling interest related to the CompoSecure Holdings units not owned by the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to conform to the current year presentation. All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise noted. Our significant accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. Interim Financial Statements The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and Article 10 of Regulation S-X of the SEC for interim financial information. and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, the Financial Statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the financial statements for the periods presented. The results disclosed in the Consolidated Statements of Operations for the three months and nine months period ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes, which are marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, changes in the fair value of warrant liabilities, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of September 30, 2023 or December 31, 2022. The Company invoices its customers at the time at which control is transferred, with payment terms ranging between 15 and 60 days depending on each individual contract. As the payment is due within 90 days of the invoice, a significant financing component is not included within the contracts. The majority of the Company’s contracts with its customers have the same performance obligation of manufacturing and transferring the specified number of cards to the customer. Each individual card included within an order constitutes a separate performance obligation, which is satisfied upon the transfer of goods to the customer. The contract term as defined by ASC 606 is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company's contracts are generally short term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of variable consideration such as discounts, rebates, and returns. The Company’s products do not include an unmitigated right of return unless the product is non-conforming or defective. If the goods are non-conforming or defective, the defective goods are replaced or reworked or, in certain instances, a credit is issued for the portion of the order that was non-conforming or defective. A provision for sales returns and allowances is recorded based on experience with goods being returned. Most returned goods are re-worked and subsequently re-shipped to the customer and recognized as revenue. Historically, returns have not been material to the Company. Additionally, the Company has a rebate program with certain customers allowing for a rebate based on achieving a certain level of shipped sales during the calendar year. This rebate is estimated and updated throughout the year and recorded against revenues and the related accounts receivable. Segment Information The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President. The Company's chief operating decision-maker ("CODM") is its Chief Executive Officer and President, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. The Company does not operate separate lines of business with respect to any of its products and does not review discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A common stock but is exclusive of Class B common stock as these shares have no economic or participating rights. Diluted net income per share is computed by dividing the net income allocated to potential dilutive instruments attributable to controlling interest by the basic weighted-average number of common shares outstanding during the period, adjusted for the potentially dilutive shares of common stock equivalents resulting from the assumed exercise of the warrants, payment of the earnouts, exercise of the equity awards, exchange of the Class B units and Exchangeable Notes ("securities") only if the effect is not anti-dilutive. Recent Accounting Pronouncements – Adopted in current fiscal year In March 2020, the FASB issued ASU No. 2020-4, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (ASU 2020-4), and in December 2022, the FASB issued ASU No. 2022-6, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date for Topic 848" (ASU 2022-6). ASU 2020-4 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This guidance is elective and applies to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2022-6 defers the sunset date of Topic 848 from December 31, |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The major classes of inventories were as follows: September 30, 2023 December 31, 2022 Raw materials $ 49,771 $ 43,313 Work in process 4,811 2,892 Finished goods 454 450 Inventory reserve (3,048) (4,281) $ 51,988 $ 42,374 We monitor inventory costs relative to selling prices and perform physical cycle count procedures on inventories throughout the year to determine if a lower of cost or net realizable value reserve is necessary. 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. This reserve may fluctuate as our assumptions change due to new information, discrete events, or changes in our business, such as entering new markets or discontinuing a specific product. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Useful Life September 30, 2023 December 31, 2022 Machinery and equipment 5 - 10 years $ 70,071 $ 64,626 Furniture and fixtures 3 - 5 years 987 987 Computer equipment 3 - 5 years 927 927 Leasehold improvements Shorter of lease term or estimated useful life 13,891 11,993 Vehicles 5 years 264 264 Software 1 - 3 years 2,924 2,924 Construction in progress 3,472 4,145 Total 92,536 85,866 Less: Accumulated depreciation and amortization (69,460) (63,211) Property and equipment, net $ 23,076 $ 22,655 Depreciation and amortization expense on property and equipment was $2,078 and $2,010 for the three months ended September 30, 2023 and 2022, respectively. Depreciation and amortization expense on property and equipment was $6,249 and $6,577 for the nine months ended September 30, 2023 and 2022, respectively. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Exchangeable Senior Notes On April 19, 2021, concurrent with the execution of the Merger Agreement, the Company and its subsidiary, Holdings, entered into subscription agreements (the “Note Subscription Agreements”) with certain investors ("Notes Investors") pursuant to which such Notes Investors, severally and not jointly, purchased on the Closing Date of the Business Combination, senior notes (the “Exchangeable Notes”) issued by the Company and guaranteed by the Company's subsidiary, Holdings in an aggregate principal amount of up to $130,000 that are exchangeable into shares of Class A common stock at a conversion price of $11.50 per share, subject to the terms and conditions of an Indenture entered by the Company and its subsidiary, Holdings, and the trustee under the Indenture. The Exchangeable Notes bear interest at a rate of 7% per year, payable semiannually in arrears on each June 15 and December 15, commencing on June 15, 2022, to holders of record at the close of business on the preceding June 1 and December 1 (whether or not such day is a Business Day), respectively. The Exchangeable Notes mature in five years on December 27, 2026. The Company will settle any exchange of the Exchangeable Notes in shares of Class A common stock, with cash payable in lieu of any fractional shares. In connection with the issuance of the Exchangeable Notes, the Company entered into a Registration Rights Agreement, pursuant to which the Notes Investors received certain registration rights with respect to the Class A common stock. After the three-year anniversary of the Closing Date, the Exchangeable Notes will be redeemable at any time and from time to time by the Company, in whole or in part, (i) if the Last Reported Sale Price of the Class A common stock exceeds 130% of the exchange price as defined in Indenture then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (ii) so long as a registration statement registering the resale of all Exchange Shares is effective and available for use by holders of Exchangeable Notes during the entirety of the period from and including the date notice of redemption is given to and including the date of redemption. The notice period for any redemption will be no less than 30 scheduled trading days. The redemption price in any such redemption shall be equal to (a) 100% of the principal amount of the Exchangeable Notes to be redeemed, plus (b) accrued and unpaid interest to, but excluding, the redemption date. The redemption price is payable in cash. Per the terms of the Indenture, holders of Exchangeable Notes in connection with any such redemption will receive a make-whole payment equal to the aggregate dollar value of all interest payable from the date the Company delivers notice of such redemption through the maturity of the Exchangeable Notes. The redemption Make-Whole Amount is payable, at the Company’s option, in cash or through an increase in the exchange rate then applicable to the Exchangeable Notes by an amount equal to (i) the redemption Make-Whole Amount divided by (ii) the five day Volume Weighed Average Price ("VWAP") with regard to the Class A common stock during the five Holders of Exchangeable Notes may exchange their notes in whole or in part, at any time or from time to time, for shares of the Company’s Class A common stock, par value $0.0001 per share up, to a maximum exchange rate of 99.9999 shares per $1,000 principal amount after adjustments as defined in the indenture. The Exchangeable Notes contain customary anti-dilution adjustments, taking into account the agreed terms in the Indenture. To avoid doubt, among other customary adjustments, this includes anti-dilution protections for dividends and distributions of the Company's capital stock, assets and indebtedness. Per the terms of the Indenture, the following are the anti-dilution adjustments of the Exchange Rate: a. If the Company exclusively issues shares of common stock as a dividend or distribution on shares of the common stock, or if the Company effects a share split or share combination; b. If the Company issues to all or substantially all holders of the common stock any rights, options or warrants (other than pursuant to a stockholders rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the common stock at a price per share that is less than the average of the last reported sale prices of the common stock for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such issuance; c. If the Company distributes shares of its capital stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its capital stock or other securities of the Company, to all or substantially all holders of the common stock; d. If any cash dividend or distribution is made to all or substantially all holders of the common stock; e. If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the common stock exceeds the average of the last reported sale prices of the common stock over the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer. The exchange rate will in no event be adjusted down pursuant to the provisions described above, except to the extent a tender or exchange offer is announced but not consummated. If the Company undergoes a “fundamental change” (as defined in the Indenture), subject to certain conditions, the Exchange Rate will be adjusted per the adjustment table included in the Indenture. If a fundamental change occurs at any time prior to the maturity date, each holder shall have the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s Exchangeable Notes at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest thereon. There is no make-whole payment associated with a fundamental change redemption. Holders of Exchangeable Notes will be entitled to the resale registration rights under the resale Registration Rights Agreement. If a Registration default occurs, additional interest will accrue, equal to 0.25% in the first 90 days and 0.50% after the 91 st day after the Registration Default (which includes that the Registration Statement has not been filed, or deemed effective or ceases to be effective). The Indenture contains customary terms and covenants and events of default. Upon an event of default as defined in the Indenture, the trustee or the holders of at least 25% in aggregate principal amount of the Exchangeable Notes may declare 100% of the principal of, and accrued and unpaid interest on, all the Exchangeable Notes to be due and payable immediately, and upon any such declaration, the same shall become and shall automatically be immediately due and payable. Upon an event of default in the payment of interest, the Company may elect the sole remedy to be the payment of additional interest of 0.25% for the first 90 days after the occurrence of such an event of default and 0.50% for day s 91-180 after the occurrence of such an event of default. The Company assessed all of the terms and features of the Exchangeable Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Exchangeable Notes, including the conversion, put and call features. In consideration of these provisions, the Company determined that the optional redemption with a make-whole provision feature required bifurcation as it is a derivative. The fair value of this derivative was determined based on the difference between the fair value of the Exchangeable Notes with the redemption with a make-whole provision feature and the fair value of the Exchangeable Notes without the redemption with a make-whole provision feature. The Company employed a Lattice model to determine the fair value of the derivative upon issuance of the Exchangeable Notes and recorded this amount as derivative liability with an offsetting amount as a debt discount as a reduction to the carrying value of the Exchangeable Notes on the Closing Date, or December 27, 2021. The optional redemption with a make-whole provision feature is measured at fair value on a quarterly basis and the change in the fair value for the period is recorded on the consolidated statements of operations. The Company performed a valuation of the derivative liability and determined that the fair value of the derivative liability was $650 at September 30, 2023 and $285 at December 31, 2022. The Company recorded a favorable change in fair value of $149 and $246 for the three months ended September 30, 2023 and September 30, 2022, respectively. The Company recorded an unfavorable change in fair value of $364 and a favorable change of $185 for the nine months ended September 30, 2023 and September 30, 2022, respectively. The expected term of the Exchangeable Notes was equal for the period through December 27, 2026 as this represents the point at which the Exchangeable Notes will mature unless earlier converted in accordance with their terms prior to such date. For the quarter ended September 30, 2023 and September 30, 2022, the Company recognized $2,416 and $2,407 of interest expense related to the Exchangeable Notes at the effective interest rate of 7.4%. For the nine-months ended September 30, 2023 and September 30, 2022, the Company recognized $7,167 and $7,127 of interest expense related to the Exchangeable Notes at the effective interest rate of 7.4%. The fair value of the Company’s Exchangeable Notes approximate the carrying value of the debt. In connection with the issuance of the Exchangeable Notes, the Company incurred approximately $2,600 of debt issuance costs, which primarily consisted of underwriting fees, and allocated these costs to the liability component and recorded as a reduction in the carrying amount of the debt liability on the balance sheet. The portion allocated to the Exchangeable Notes is amortized to interest expense over the expected term of the Exchangeable Notes using the effective interest method. Term Loan In November 2020, the Company's subsidiaries entered into a new agreement with a bank group arranged by JP Morgan Chase Bank ("JPMC") to refinance the then existing July 2019 credit facility, increasing the maximum aggregate amount available under the term loan to $240,000 bringing total credit facility to $300,000. In addition, the maturity date of both the revolver and term loan was amended to November 5, 2023. This amendment was accounted for as a modification and approximately $3,200 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In December 2021, the Company entered into a new agreement with JPMC to refinance its then existing November 2020 credit facility (the "2021 Credit Facility"), increasing the maximum aggregate amount available under the term loan to $250,000 bringing total credit facility to $310,000. In addition, the maturity dates of both the revolver and term loan were amended to December 16, 2025. This amendment was accounted for as a modification and approximately $1,800 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In February 2023, the Company amended the 2021 Credit Facility to, among other things, transition from bearing interest based on LIBOR to SOFR or the Alternate Base Rate (as defined in the 2021 Credit Facility), at the election of the Company, plus an applicable margin, and to reflect the waiver of a technical default under the 2021 Credit Facility, related to the delayed delivery of a pledge of its interests in Holdings by the parent company (i.e., CompoSecure, Inc.). Holdings had already pledged all of its assets in favor of the lenders as per the terms of the debt agreement. After the amendment on February 28, 2023, the interest rate spreads and fees under the 2021 Credit Facility are based on a quoted SOFR plus a SOFR adjustment of 0.10% and an applicable margin ranging from 1.75% to 2.75% as determined by the Company’s prevailing Leverage Ratio for the revolving and term loan Term Benchmark and RFR Spread debt (as each term is defined in the 2021 Credit Facility). The Company further amended its 2021 Credit Facility in May 2023. Pursuant to the amendment, approximately $257 of additional costs incurred in connection with the modification were capitalized as debt issuance costs. In connection with the amendment, two of the lenders in the original agreement did not participate in the amended debt agreement. As a result, the remaining debt issuance cost of approximately $589 related to these two lenders were written off by the Company recorded in amortization of deferred financing cost reflected in Statements of Operations. Interest on the Revolver and Term Loan are based on the outstanding principal amount during the interest period multiplied by the fluctuating bank prime rate plus the applicable margin of 1.75% or for portions of the debt converted to Term Benchmark Loan, the quoted SOFR rate plus the applicable margin of 2.85%. At September 30, 2023 and 2022, the effective interest rate on the Revolver and Term Loan was 7.99% and 5.15% per year, respectively. Interest is payable monthly in arrears or upon maturity of the Euro loans that can run 30, 90, 120, 180 day time periods. The Company must pay quarterly an annual commitment fee of 0.35% on the unused portion of the $60,000 Revolver. The credit facility is secured by substantially all of the assets of the Company. The Company recognized $4,997 and $3,439 of interest expense related to the Revolver and the Term Loan for the quarter ended September 30, 2023 and 2022, respectively. The Company recognized $14,870 and $9,609 of interest expense related to the Revolver and the Term Loan for the nine months ended September 30, 2023 and 2022, respectively. The terms of the credit facilities contain certain financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio. The Company made a prepayment of $8,417 related to the credit facilities in the nine-month period ended September 30, 2023. At September 30, 2023 and December 31, 2022, the Company was in compliance with all financial covenants. The fair value of the Company's debt approximates the carrying value for all periods presented. As of September 30, 2023 and December 31, 2022, there were no balances outstanding on the Revolver. At September 30, 2023, there was $60,000 available for borrowing under the Revolver. The balances payable under all borrowing facilities are as follows: September 30, December 31, Term Loan Exchangeable Notes Total debt Term Loan Exchangeable Notes Total debt Loan Balance $ 215,000 $ 130,000 $ 345,000 $ 233,122 $ 130,000 $363,122 Less: current portion of term loan (scheduled payments) (10,333) — (10,333) (14,372) — (14,372) Less: net deferred financing costs (1,828) (2,292) (4,120) (2,474) (2,652) (5,126) Total Long Term debt $ 202,839 $ 127,708 $ 330,547 $ 216,276 $ 127,348 $ 343,624 Derivative liability - redemption with make-whole provision $ 650 $ 285 The maturity of all the borrowings facilities is as follows: Remainder of 2023 $ — 2024 15,000 2025 200,000 2026 130,000 Total debt $ 345,000 The Company is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, the Company had entered into an interest rate swap agreement on November 5, 2020 to hedge forecasted interest rate payments on its variable rate debt. In January 2022, the Company cancelled the November 2020 swap agreement and entered into a new interest rate swap agreement. The Company recognized $400 gain upon the settlement of the November 2020 interest rate swap agreement in interest income reflected in statements of operations. At September 30, 2023, the Company’s interest rate swap contract outstanding had a notional amount of $125,000 maturing in December 2025. The Company has designated the interest rate swap agreement as a cash flow hedge for accounting purposes, that was determined to be effective. The Company determined the fair value of the interest rate swap to be zero at the inception of the agreement and $8,055 and $8,651 at September 30, 2023 and December 31, 2022, respectively. The Company reflects the realized gains and losses of the actual monthly settlement activity of the interest rate swap through interest income or expense in its consolidated statements of operations. The Company reflects the unrealized changes in fair value of the interest rate swap at each reporting period in other comprehensive income and a derivative asset or liability will be recognized at each reporting period in the Company’s financial statements. The interest rate swap converted to SOFR from LIBOR at the same time as the amendment of 2021 Credit Facility in February 2023. |
EQUITY STRUCTURE
EQUITY STRUCTURE | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
EQUITY STRUCTURE | EQUITY STRUCTURE Shares Authorized As of September 30, 2023, the Company had authorized a total of 250,000,000 shares for issuance designated as Class A common stock, 75,000,000 designated as Class B common stock and 10,000,000 shares designated as preferred stock. As of September 30, 2023, there were 19,293,287 shares of Class A Common Stock issued and outstanding, 59,958,422 shares of Class B Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. Issuance of Common Stock In the quarter ended September 30, 2023, the Company issued 601,181 new shares of class A common stock pursuant primarily to the vesting of certain restricted stock units ("RSUs"), and exercises of stock options, as well as employee stock purchase plan transactions ("ESPP") during the quarter. The Class A common stock issued pursuant to the vesting of RSUs were issued net of shares withheld for applicable taxes. In the nine month period ended September 30, 2023, the Company issued 2,479,904 new shares of class A common stock pursuant primarily to the vesting of certain restricted stock units ("RSUs"), and exercises of stock options, as well as ESPP transactions during the nine month period. The Class A common stock issued pursuant to the vesting of RSUs were issued net of shares withheld for applicable taxes. Additionally, certain holders of the shares of Class B common stock exchanged an aggregate of 366,635 Class B units in Holdings (together with the corresponding number of shares of the Company's Class B common stock) in exchange for 366,635 shares of Class A common stock. Upon the exchange, the exchanged shares of Class B common stock and the corresponding number of shares of Class B units were canceled. Warrants As of September 30, 2023, the Company had 300,000 private warrants outstanding. Each private warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The exercise price and number of common shares issuable upon exercise of the private warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the private warrants will not be adjusted for issuance of common stock at a price below its exercise price. As of September 30, 2023, the holder of private warrants had sold an aggregate of 10,537,400 private warrants in open market transactions resulting in such private warrants becoming public warrants. As of September 30, 2023, the Company had 22,115,389 public warrants outstanding. Each public warrant entitles the registered holder to purchase one share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. Non-Controlling Interest Non-controlling interests represent direct interests held in Holdings other than by the Company immediately after the Business Combination. The non-controlling interests in the Company are represented by Class B Units, or such other equity securities in the Company as the Board may establish in accordance with the terms hereof. Since the potential cash redemptions of the non-controlling interests are outside the control of the Company, such non-controlling interests are classified as temporary equity on the consolidated balance sheet in accordance with ASC 480. Income tax benefit or expense is applied to the income attributable to the controlling interest as the income attributable to the non-controlling interest is pass-through income. The non-controlling interest has been adjusted to redemption value as of September 30, 2023 in accordance with ASC 480-10. This measurement adjustment results in a corresponding adjustment to shareholders’ deficit through adjustments to additional paid-in capital and retained earnings. The redemption value of the Class B Units was $596,587 on September 30, 2023. The redemption value was calculated by multiplying the 59,958,422 Class B Units outstanding at September 30, 2023 by the $9.95 trading price of our Class A common stock on December 27, 2021. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The following table summarizes share-based compensation expense included in Selling, general and administrative expenses within the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock option expense $ 33 $ 273 $ 269 $ 956 Restricted stock unit expense 3,875 3,442 10,880 6,741 Performance stock unit expense 698 — 1,796 — Employee stock purchase plan 31 — 107 — Incentive units — — — 39 Total stock-based compensation expense $ 4,637 $ 3,715 $ 13,052 $ 7,736 The following table sets forth the options activity under the Holdings' equity plan, which was assumed by the Company, for the nine month period ended September 30, 2023: Stock Option Activity Number of Shares Weighted Average Exercise Price Per Shares Weighted Average Aggregate Outstanding at January 1, 2023 4,765,545 $ 1.44 4.8 $ 16,939 Granted — — Exercised (1,395,562) $ 0.40 1.6 $ 9,020 Outstanding at September 30, 2023 3,369,983 $ 1.77 4.4 $ 15,495 Vested and expected to vest at September 30, 2023 3,369,983 $ 1.77 6.3 $ 15,495 Exercisable at September 30, 2023 3,345,417 $ 1.72 3.0 $ 15,493 Restricted Stock Unit Activity Number of Shares Outstanding at January 1, 2023 5,497,066 Granted 1,649,498 Vested (1,567,217) Forfeited (120,150) Nonvested at September 30, 2023 5,459,197 Performance Stock Unit Activity Number of Shares Outstanding at January 1, 2023 449,380 Granted 658,156 Vested — Nonvested at September 30, 2023 1,107,536 Earnouts Number of Shares Outstanding at January 1, 2023 657,160 Granted — Vested — Nonvested at September 30, 2023 657,160 Incentive Units Upon consummation of the Business Combination on December 27, 2021, all of the incentive units, whether vested or unvested, outstanding immediately prior to the merger that were not settled as part of the transaction, were assumed by the Company and converted into class B common stock and such shares of converted class B common stock outstanding were 1,236,027 as of September 30, 2023. Unrecognized compensation cost for unvested stock options, restricted stock awards and performance stock units as of September 30, 2023 totaled $33,710, and is expected to be recognized over a weighted average period of approximately 2.1 years. No unrecognized compensation expense remained for the incentive units as of September 30, 2023. |
RETIREMENT PLANS
RETIREMENT PLANS | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS Defined Contribution Plan The Company has a 401(k) profit sharing plan for all full-time employees who have attained the age of 21 and completed 90 days of service. The Company matches 100% of the first 1% and then 50% of the next 5% of employee contributions. Retirement plan expense for the three months ended September 30, 2023 and 2022 was approximately $405 and $319, respectively. Retirement plan expense for the nine months ended September 30, 2023 and 2022 was approximately $1,326 and $1,156, respectively. Deferred Compensation Plan |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company determines fair value in accordance with ASC 820 which established a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (i.e., Level 1) to estimates determined using significant unobservable inputs (i.e., Level 3). The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows: The standard describes three levels of inputs that may be used to measure fair value: • Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2: Observable inputs other than unadjusted quoted prices in active markets for identical assets or liabilities such as: ◦ Quoted prices for similar assets or liabilities in active markets ◦ Quoted prices for identical or similar assets or liabilities in inactive markets ◦ Inputs other than quoted prices that are observable for the asset or liability ◦ Inputs that are derived principally from or corroborated by observable market data by correlation or other mean • Level 3: Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions. The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates: Level 1 Level 2 Level 3 Total September 30, 2023 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 8,055 $ — $ 8,055 Liabilities Carried at Fair Value: Public warrants $ 14,375 $ — $ — $ 14,375 Private warrants — — 195 195 Earnout consideration — — 4,550 4,550 Derivative liability - redemption with make-whole provision — — 650 650 December 31, 2022 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 8,651 $ — $ 8,651 Liabilities Carried at Fair Value: Public warrants $ 8,105 $ — $ — $ 8,105 Private warrants — — 8,236 8,236 Earnout consideration — — 15,090 15,090 Derivative liability - redemption with make-whole provision — — 285 285 Additional information is provided below about assets and liabilities remeasured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value. Derivative asset - interest rate swap The Company is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, the Company entered into an interest rate swap agreement on January 5, 2022. See Note 5. Warrant liabilities As a result of the Business Combination, the Company assumed warrant liability related to previously issued warrants in connection with Roman DBDR's initial public offering. The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our consolidated balance sheet. The warrant liabilities were remeasured at September 30, 2023, with changes in fair value presented within revaluation of warrant liabilities in the consolidated statement of operations. The following table provides a reconciliation of the ending balances for the warrant liabilities remeasured at fair value: Warrant Liabilities Estimated fair value at December 31, 2022 $ 16,341 Change in estimated fair value (1,771) Estimated fair value at September 30, 2023 $ 14,570 The Public warrants were valued using the quoted market price as the fair value at the end of each balance sheet date. The Private Placement Warrants were valued using the Black Scholes Option Pricing Model. The fair value of private warrants has been classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently readily observable in the market. If different assumptions were used for the various inputs to the valuation approach, the estimated fair value could be significantly higher or lower than the fair value determined. Earnout Consideration Holdings' equity holders have the right to receive an aggregate of up to 7,500,000 additional (i) shares of the Company's class A common stock or (ii) Holdings Units (and a corresponding number of shares of the Company's class B common stock), as applicable, in Earnout consideration based on the achievement of certain stock price thresholds. Earnout Considerations held by Holdings' holders (not including the holders under ASC 718) were determined to be derivative instruments in accordance with ASC 815 and were accounted as derivative liabilities, initially valued at fair value in accordance with ASC 815-40-30-1. The liability for Earnouts are remeasured at each reporting period at fair value, with changes in fair value recorded in earnings in accordance with ASC 815. The Company established the initial fair value for the earnouts at the closing date on December 27, 2021 using a Monte Carlo simulation model. The following table provides a reconciliation of the ending balances for the earnout consideration liabilities remeasured at fair value: Earnout Consideration Liability Estimated fair value at December 31, 2022 $ 15,090 Change in estimated fair value (10,540) Estimated fair value at September 30, 2023 $ 4,550 The following assumptions were used to determine the fair value of the Earnout considerations as of September 30, 2023: September 30, 2023 Common stock market value $ 6.45 Risk-free interest rate 4.97% - 5.36% Expected volatility 40.0% - 45.0% Expected dividends 0 % Expected term (years) 1.2-2.2 years The fair value of Earnouts has been classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently readily observable in the market. If different assumptions were used for the various inputs to the valuation approach, the estimated fair value could be significantly higher or lower than the fair value determined. |
GEOGRAPHIC INFORMATION AND CONC
GEOGRAPHIC INFORMATION AND CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
GEOGRAPHIC INFORMATION AND CONCENTRATIONS | 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 sales information based on the location of the customer was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales by region: Domestic $ 84,277 $ 83,842 235,933 216,335 International 12,609 19,463 54,796 68,352 Total $ 96,886 $ 103,305 $ 290,729 $ 284,687 The Company’s principal direct customers as of September 30, 2023 consist primarily of leading international, foreign and domestic banks and other credit card issuers primarily within the U.S., Europe, Asia, Latin America, Canada, and the Middle East. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary. Three customers individually accounted for more than 10% of the Company’s revenue or 84.6% combined, of total revenue for the three months ended September 30, 2023. Three customers individually accounted for more than 10% of the Company’s revenue or 76.4%, combined, of total revenue for the three months ended September 30, 2022. Three customers individually accounted for more than 10% of the Company’s revenue or 79.1%, combined, of total revenue for the nine months ended September 30, 2023. Three customers individually accounted for more than 10% of the Company’s revenue or 76.8%, combined, of total revenue for the nine months ended September 30, 2022. Two customers individually accounted for more than 10% of the Company’s accounts receivable or approximately 73% and two customers individually accounted for more than 10% or approximately 63% of total accounts receivable as of September 30, 2023 and December 31, 2022, respectively. One individual vendor accounted for more than 10% of purchases of supplies, or approximately 15% of total purchases, for the nine months ended September 30, 2023. One individual vendor accounted for more than 10% of purchases of supplies for the nine months ended September 30, 2022. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded income tax provisions of $949 and $393 for the three months ended September 30, 2023 and September 30, 2022, respectively. The Company recorded income tax provisions of $656 and $3,738 for the nine months ended September 30, 2023 and September 30, 2022. Federal, state and local income tax returns for years prior to 2018 are no longer subject to examination by tax authorities. The Company is currently under audit by federal tax authorities for fiscal 2020. There have been no proposed adjustments at this stage of the examination. The examination is expected to be finalized in fiscal 2023. The Company does not expect any material impact to the financial statements due to settlement of this audit. In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes. The Company's interim effective tax rate, inclusive of any discrete items, was 1.48% and 1.76% for the three months ended September 30, 2023 and September 30, 2022, respectively. The Company's interim effective tax rate, inclusive of any discrete items, was 0.80% and 3.30% for the nine months ended September 30, 2023 and September 30, 2022, respectively. The Company’s effective income tax rate differs from the U.S. statutory rate primarily due to the non-controlling interest adjustment as the income attributable to the non-controlling interest is pass-through income. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the computation of net income used to compute basic and diluted net earnings per share of Class A common stock for the three months ended September 30, 2023 and September 30, 2022, respectively. Shares of Class B common stock do not participate in the Company's income or loss and are, therefore, not participating securities. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted: Net income $ 38,049 $ 21,894 $ 81,496 $ 109,459 Less: Net income attributable to non-controlling interest (30,574) (19,077) (65,653) (93,973) Net income attributable to Class A Common Stockholders - basic $ 7,475 $ 2,817 $ 15,843 $ 15,486 Plus: adjustment to net income due to net effect of equity awards and exchangeable notes. 4,810 733 10,705 15,446 Net income attributable to Class A Common Stockholders after adjustment $ 12,285 $ 3,550 $ 26,548 $ 30,932 Weighted average common shares outstanding used in computing net income per share - basic 19,074,679 15,433,438 18,420,069 15,141,169 Plus: net effect of dilutive equity awards and exchangeable notes - diluted 16,689,975 4,228,622 16,941,990 17,673,514 Weighted average common shares outstanding used in computing net income per share - diluted 35,764,654 19,662,060 35,362,059 32,814,683 Net income per share—basic $ 0.39 $ 0.18 $ 0.86 $ 1.02 Net income per share—diluted $ 0.34 $ 0.18 $ 0.75 $ 0.94 Basic earnings per share for the three months ended September 30, 2023 was calculated by dividing net income attributable to Class A Common shareholders of $7,475 divided by 19,074,679 of weighted average Class A common shares outstanding at September 30, 2023. Diluted earnings per share for the three months ended September 30, 2023 was calculated by dividing net income adjusted for the net effect of dilutive equity awards and exchangeable notes of $12,285 divided by 35,764,654 of weighted average common shares after adjusting for the net effect of dilutive equity awards and exchangeable notes outstanding at September 30, 2023. Basic earnings per share for the three months ended September 30, 2022 was calculated by dividing net income attributable to Class A Common shareholders of $2,817 divided by 15,433,438 of weighted average Class A common shares outstanding at September 30, 2022. Diluted earnings per share for the three months ended September 30, 2022 was calculated by dividing net income adjusted for the net effect of dilutive equity awards of $3,550, divided by 19,662,060 of weighted average common shares after adjusting for the net effect of dilutive equity awards outstanding at September 30, 2022. Basic earnings per share for the nine months ended September 30, 2023 was calculated by dividing net income attributable to Class A Common shareholders of $15,843 divided by 18,420,069 of weighted average Class A common shares outstanding at September 30,2023. Diluted earnings per share for the nine months ended September 30, 2023 was calculated by dividing net income adjusted for the net effect of dilutive equity awards and exchangeable notes of $26,548, divided by 35,362,059 of weighted average common shares after adjusting for the net effect of dilutive equity awards and exchangeable notes outstanding at September 30, 2023. Basic earnings per share for the nine months ended September 30, 2022 was calculated by dividing net income attributable to Class A Common shareholders of $15,486 divided by 15,141,169 of weighted average Class A common shares outstanding at September 30, 2022. Diluted earnings per share for the nine months ended September 30, 2022 was calculated by dividing net income adjusted for the net effect of dilutive equity awards and exchangeable notes of $30,932, divided by 32,814,683 of weighted average common shares after adjusting for the net effect of dilutive equity awards and exchangeable notes outstanding at September 30, 2022. Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an antidilutive effect on per share amounts. The Company applied the if-converted method for the Exchangeable Notes to calculate diluted earnings per share in accordance with ASU 2020-06. The following amounts were not included in the calculation of net earnings per diluted share because their effects were anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Potentially dilutive securities: Warrants 22,415,400 22,415,400 22,415,400 22,415,400 Class B common units 59,958,422 60,986,800 59,958,422 60,986,800 Exchangeable notes — 12,999.978 — — Earnout consideration shares 7,500,000 7,500,000 7,500,000 7,500,000 Equity awards 174,091 3,753,590 2,654,012 3,453,590 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases Future minimum commitments under all non-cancelable operating leases are as follows: 2023 (excluding the nine months ended September 30, 2023) $ 552 2024 2,245 2025 2,319 2026 2,083 2027 912 Later years 1,205 Total lease payments 9,316 Less: Imputed interest (655) Present value of lease liabilities $ 8,661 Tax Receivable Agreement The Company is obligated to make certain payments under the tax receivable agreement to certain historical holders of units in Holdings. Although the actual timing and amount of any payments that may be made under the agreement will vary, the Company expects the cash obligation required will be significant. Any payments made under the tax receivable agreement will generally reduce the amount of overall cash flows that might have otherwise been available to the Company. To the extent that the Company is unable to make payments under the tax receivable agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by the Company. The tax receivable agreement liability includes amounts to be paid assuming the Company will have sufficient taxable income over the term of the tax receivable agreement to utilize the related tax benefits. In determining the estimated timing of payments, the current year’s taxable income was used to extrapolate an estimate of future taxable income. As of September 30, 2023, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement : 2023 (excluding the nine months ended September 30, 2023) $ 174 2024 1,494 2025 1,484 2026 1,513 2027 1,544 Later years 19,412 Total payments $ 25,621 In addition to the above, the Company's tax receivable agreement liability and future payments thereunder are expected to increase as we realize (or are deemed to realize) an increase in tax basis of Holdings’ assets resulting from any future purchases, redemptions or exchanges of Holdings' interests by holders. The Company currently expect to fund these future tax receivable agreement liability payments from some of the realized cash tax savings as a result of this increase in tax basis. Litigation |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In November 2015, the Company entered into a sales representation agreement with a third party, partially owned by an individual who was then a member of Holdings' Board of Managers. The individual was a Class B stockholder of the Company at December 31, 2022 and during the nine month period ended September 30, 2023, however, was no longer a stockholder at September 30, 2023. Expenses relating to this sales representation agreement for the three months ended September 30, 2023 and 2022 amounted to $2,414 and $13,356, respectively, and amounted to $9,876 and $19,435, for the nine months ended September 30, 2023 and 2022, respectively. The expenses are recorded as a component of selling, general and administrative expenses. In October 2019, Holdings terminated the sales representation agreement. Customers in place prior to the termination of the agreement are subject to the arrangement and are eligible for future commissions, which are payable and are being accrued and paid in accordance with the terms of the sales representation agreement. Amounts accrued as a component of accrued expenses as of September 30, 2023 and December 31, 2022 related to this agreement were $3,847 and $3,317. As a result of the Business Combination, the Company entered into a tax receivable agreement with Holdings and holders of interests in Holdings. See Note 13. The Company is obligated to make certain payments under the tax receivable agreement to certain historical holders of units in Holdings. The Company made a total payment of $2,193 related to the tax receivable agreement liability in the quarter ended September 30, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying consolidated financial statements are presented in conformity U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). |
Consolidation | The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | Certain reclassifications have been made to conform to the current year presentation. |
Use of Estimates | The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes, which are marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, changes in the fair value of warrant liabilities, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability. |
Revenue Recognition | The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of September 30, 2023 or December 31, 2022. The Company invoices its customers at the time at which control is transferred, with payment terms ranging between 15 and 60 days depending on each individual contract. As the payment is due within 90 days of the invoice, a significant financing component is not included within the contracts. The majority of the Company’s contracts with its customers have the same performance obligation of manufacturing and transferring the specified number of cards to the customer. Each individual card included within an order constitutes a separate performance obligation, which is satisfied upon the transfer of goods to the customer. The contract term as defined by ASC 606 is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company's contracts are generally short term in nature. Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of variable consideration such as discounts, rebates, and returns. The Company’s products do not include an unmitigated right of return unless the product is non-conforming or defective. If the goods are non-conforming or defective, the defective goods are replaced or reworked or, in certain instances, a credit is issued for the portion of the order that was non-conforming or defective. A provision for sales returns and allowances is recorded based on experience with goods being returned. Most returned goods are re-worked and subsequently re-shipped to the customer and recognized as revenue. Historically, returns have not been material to the Company. Additionally, the Company has a rebate program with certain customers allowing for a rebate based on achieving a certain level of shipped sales during the calendar year. This rebate is estimated and updated throughout the year and recorded against revenues and the related accounts receivable. |
Segment Information | The Company is managed and operated as one business as the entire business is managed by a single management team that reports to the Chief Executive Officer and President. The Company's chief operating decision-maker ("CODM") is its Chief Executive Officer and President, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. The Company does not operate separate lines of business with respect to any of its products and does not review discrete financial information to allocate resources to separate products or by location. Accordingly, the Company views its business as one reportable operating segment. Characteristics of the organization which were relied upon in making the determination that the Company operates in one reportable segment include the similar nature of all of the products that the Company sells, the functional alignment of the Company’s organizational structure, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. |
Net Income Per Share | The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A common stock but is exclusive of Class B common stock as these shares have no economic or participating rights. Diluted net income per share is computed by dividing the net income allocated to potential dilutive instruments attributable to controlling interest by the basic weighted-average number of common shares outstanding during the period, adjusted for the potentially dilutive shares of common stock equivalents resulting from the assumed exercise of the warrants, payment of the earnouts, exercise of the equity awards, exchange of the Class B units and Exchangeable Notes ("securities") only if the effect is not anti-dilutive. |
Recent Accounting Pronouncements - Adopted and Not Yet Adopted | Recent Accounting Pronouncements – Adopted in current fiscal year In March 2020, the FASB issued ASU No. 2020-4, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (ASU 2020-4), and in December 2022, the FASB issued ASU No. 2022-6, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date for Topic 848" (ASU 2022-6). ASU 2020-4 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This guidance is elective and applies to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2022-6 defers the sunset date of Topic 848 from December 31, |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory By Major Class | The major classes of inventories were as follows: September 30, 2023 December 31, 2022 Raw materials $ 49,771 $ 43,313 Work in process 4,811 2,892 Finished goods 454 450 Inventory reserve (3,048) (4,281) $ 51,988 $ 42,374 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Useful Life September 30, 2023 December 31, 2022 Machinery and equipment 5 - 10 years $ 70,071 $ 64,626 Furniture and fixtures 3 - 5 years 987 987 Computer equipment 3 - 5 years 927 927 Leasehold improvements Shorter of lease term or estimated useful life 13,891 11,993 Vehicles 5 years 264 264 Software 1 - 3 years 2,924 2,924 Construction in progress 3,472 4,145 Total 92,536 85,866 Less: Accumulated depreciation and amortization (69,460) (63,211) Property and equipment, net $ 23,076 $ 22,655 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Balances Payable Under All Borrowing Facilities | The balances payable under all borrowing facilities are as follows: September 30, December 31, Term Loan Exchangeable Notes Total debt Term Loan Exchangeable Notes Total debt Loan Balance $ 215,000 $ 130,000 $ 345,000 $ 233,122 $ 130,000 $363,122 Less: current portion of term loan (scheduled payments) (10,333) — (10,333) (14,372) — (14,372) Less: net deferred financing costs (1,828) (2,292) (4,120) (2,474) (2,652) (5,126) Total Long Term debt $ 202,839 $ 127,708 $ 330,547 $ 216,276 $ 127,348 $ 343,624 Derivative liability - redemption with make-whole provision $ 650 $ 285 |
Maturity of Borrowings | The maturity of all the borrowings facilities is as follows: Remainder of 2023 $ — 2024 15,000 2025 200,000 2026 130,000 Total debt $ 345,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share Based Compensation Expense | The following table summarizes share-based compensation expense included in Selling, general and administrative expenses within the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock option expense $ 33 $ 273 $ 269 $ 956 Restricted stock unit expense 3,875 3,442 10,880 6,741 Performance stock unit expense 698 — 1,796 — Employee stock purchase plan 31 — 107 — Incentive units — — — 39 Total stock-based compensation expense $ 4,637 $ 3,715 $ 13,052 $ 7,736 |
Stock Option Activity | The following table sets forth the options activity under the Holdings' equity plan, which was assumed by the Company, for the nine month period ended September 30, 2023: Stock Option Activity Number of Shares Weighted Average Exercise Price Per Shares Weighted Average Aggregate Outstanding at January 1, 2023 4,765,545 $ 1.44 4.8 $ 16,939 Granted — — Exercised (1,395,562) $ 0.40 1.6 $ 9,020 Outstanding at September 30, 2023 3,369,983 $ 1.77 4.4 $ 15,495 Vested and expected to vest at September 30, 2023 3,369,983 $ 1.77 6.3 $ 15,495 Exercisable at September 30, 2023 3,345,417 $ 1.72 3.0 $ 15,493 |
Restricted Stock, Performance Stock Unit and Earnouts Activity | Restricted Stock Unit Activity Number of Shares Outstanding at January 1, 2023 5,497,066 Granted 1,649,498 Vested (1,567,217) Forfeited (120,150) Nonvested at September 30, 2023 5,459,197 Performance Stock Unit Activity Number of Shares Outstanding at January 1, 2023 449,380 Granted 658,156 Vested — Nonvested at September 30, 2023 1,107,536 Earnouts Number of Shares Outstanding at January 1, 2023 657,160 Granted — Vested — Nonvested at September 30, 2023 657,160 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Measured at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates: Level 1 Level 2 Level 3 Total September 30, 2023 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 8,055 $ — $ 8,055 Liabilities Carried at Fair Value: Public warrants $ 14,375 $ — $ — $ 14,375 Private warrants — — 195 195 Earnout consideration — — 4,550 4,550 Derivative liability - redemption with make-whole provision — — 650 650 December 31, 2022 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 8,651 $ — $ 8,651 Liabilities Carried at Fair Value: Public warrants $ 8,105 $ — $ — $ 8,105 Private warrants — — 8,236 8,236 Earnout consideration — — 15,090 15,090 Derivative liability - redemption with make-whole provision — — 285 285 |
Financial Liabilities Measured at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates: Level 1 Level 2 Level 3 Total September 30, 2023 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 8,055 $ — $ 8,055 Liabilities Carried at Fair Value: Public warrants $ 14,375 $ — $ — $ 14,375 Private warrants — — 195 195 Earnout consideration — — 4,550 4,550 Derivative liability - redemption with make-whole provision — — 650 650 December 31, 2022 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 8,651 $ — $ 8,651 Liabilities Carried at Fair Value: Public warrants $ 8,105 $ — $ — $ 8,105 Private warrants — — 8,236 8,236 Earnout consideration — — 15,090 15,090 Derivative liability - redemption with make-whole provision — — 285 285 |
Reconciliation of Warrant Liabilities Measured at Fair Value | The following table provides a reconciliation of the ending balances for the warrant liabilities remeasured at fair value: Warrant Liabilities Estimated fair value at December 31, 2022 $ 16,341 Change in estimated fair value (1,771) Estimated fair value at September 30, 2023 $ 14,570 |
Earnout Consideration | The following table provides a reconciliation of the ending balances for the earnout consideration liabilities remeasured at fair value: Earnout Consideration Liability Estimated fair value at December 31, 2022 $ 15,090 Change in estimated fair value (10,540) Estimated fair value at September 30, 2023 $ 4,550 |
Assumptions Used to Determine Fair Value | The following assumptions were used to determine the fair value of the Earnout considerations as of September 30, 2023: September 30, 2023 Common stock market value $ 6.45 Risk-free interest rate 4.97% - 5.36% Expected volatility 40.0% - 45.0% Expected dividends 0 % Expected term (years) 1.2-2.2 years |
GEOGRAPHIC INFORMATION AND CO_2
GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Geographical Revenue Information | Geographical sales information based on the location of the customer was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales by region: Domestic $ 84,277 $ 83,842 235,933 216,335 International 12,609 19,463 54,796 68,352 Total $ 96,886 $ 103,305 $ 290,729 $ 284,687 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of net income used to compute basic and diluted net earnings per share of Class A common stock for the three months ended September 30, 2023 and September 30, 2022, respectively. Shares of Class B common stock do not participate in the Company's income or loss and are, therefore, not participating securities. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted: Net income $ 38,049 $ 21,894 $ 81,496 $ 109,459 Less: Net income attributable to non-controlling interest (30,574) (19,077) (65,653) (93,973) Net income attributable to Class A Common Stockholders - basic $ 7,475 $ 2,817 $ 15,843 $ 15,486 Plus: adjustment to net income due to net effect of equity awards and exchangeable notes. 4,810 733 10,705 15,446 Net income attributable to Class A Common Stockholders after adjustment $ 12,285 $ 3,550 $ 26,548 $ 30,932 Weighted average common shares outstanding used in computing net income per share - basic 19,074,679 15,433,438 18,420,069 15,141,169 Plus: net effect of dilutive equity awards and exchangeable notes - diluted 16,689,975 4,228,622 16,941,990 17,673,514 Weighted average common shares outstanding used in computing net income per share - diluted 35,764,654 19,662,060 35,362,059 32,814,683 Net income per share—basic $ 0.39 $ 0.18 $ 0.86 $ 1.02 Net income per share—diluted $ 0.34 $ 0.18 $ 0.75 $ 0.94 |
Antidilutive Shares Excluded from Calculation | The following amounts were not included in the calculation of net earnings per diluted share because their effects were anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Potentially dilutive securities: Warrants 22,415,400 22,415,400 22,415,400 22,415,400 Class B common units 59,958,422 60,986,800 59,958,422 60,986,800 Exchangeable notes — 12,999.978 — — Earnout consideration shares 7,500,000 7,500,000 7,500,000 7,500,000 Equity awards 174,091 3,753,590 2,654,012 3,453,590 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Commitments Under Operating Leases | Future minimum commitments under all non-cancelable operating leases are as follows: 2023 (excluding the nine months ended September 30, 2023) $ 552 2024 2,245 2025 2,319 2026 2,083 2027 912 Later years 1,205 Total lease payments 9,316 Less: Imputed interest (655) Present value of lease liabilities $ 8,661 |
Tax Receivable Agreement Maturity | As of September 30, 2023, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement : 2023 (excluding the nine months ended September 30, 2023) $ 174 2024 1,494 2025 1,484 2026 1,513 2027 1,544 Later years 19,412 Total payments $ 25,621 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Contract assets | $ 0 | $ 0 |
Contract liabilities | $ 0 | $ 0 |
Revenue, payment terms, minimum | 15 days | |
Revenue, payment terms, maximum | 60 days | |
Revenue, payment due | 90 days |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segments (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 49,771 | $ 43,313 |
Work in process | 4,811 | 2,892 |
Finished goods | 454 | 450 |
Inventory reserve | (3,048) | (4,281) |
Inventories | $ 51,988 | $ 42,374 |
PROPERTY AND EQUIPMENT - Compon
PROPERTY AND EQUIPMENT - Components (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 92,536 | $ 85,866 |
Less: Accumulated depreciation and amortization | (69,460) | (63,211) |
Property and equipment, net | 23,076 | 22,655 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 70,071 | 64,626 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 10 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 987 | 987 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 927 | 927 |
Computer equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Computer equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13,891 | 11,993 |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Shorter of Lease Term or Asset Utility [Member] | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Property and equipment, gross | $ 264 | 264 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,924 | 2,924 |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 1 year | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,472 | $ 4,145 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 2,078 | $ 2,010 | $ 6,249 | $ 6,577 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Apr. 19, 2021 USD ($) day $ / shares | May 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Nov. 30, 2020 USD ($) | Nov. 05, 2020 USD ($) | Jul. 31, 2019 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Fair value of derivative liability | $ 650 | $ 285 | $ 650 | $ 285 | $ 285 | |||||||
Change in fair value of derivative liability | 149 | 246 | (364) | 185 | ||||||||
Prepayments of lines of credit | 8,417 | |||||||||||
Derivative gain at settlement | $ 400 | |||||||||||
Derivative notional amount | 125,000 | 125,000 | ||||||||||
Derivative asset - interest rate swap | 8,055 | $ 8,055 | 8,651 | $ 0 | ||||||||
Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs | $ 1,800 | $ 3,200 | ||||||||||
Maximum borrowing capacity | 310,000 | 300,000 | ||||||||||
Term Loan | SOFR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 2.85% | |||||||||||
Term Loan | Prime rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 1.75% | |||||||||||
2021 Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs | $ 257 | |||||||||||
Debt issuance costs written off | $ 589 | |||||||||||
2021 Credit Facility | SOFR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 0.10% | |||||||||||
2021 Credit Facility | SOFR | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 1.75% | |||||||||||
2021 Credit Facility | SOFR | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 2.75% | |||||||||||
Exchangeable Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of derivative liability | $ 650 | $ 650 | $ 285 | |||||||||
Class A Common Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Exchangeable Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 130,000 | |||||||||||
Conversion price (usd per share) | $ / shares | $ 11.50 | |||||||||||
Interest rate | 7% | |||||||||||
Term | 5 years | |||||||||||
Redemption, period from Closing Date | 3 years | |||||||||||
Redemption, stock price percentage threshold | 130% | |||||||||||
Redemption, threshold trading days | day | 20 | |||||||||||
Redemption, threshold consecutive trading days | 30 days | |||||||||||
Redemption, notice period | 30 days | |||||||||||
Redemption price percentage | 100% | |||||||||||
Redemption, VWAP, threshold trading days | 5 days | |||||||||||
Maximum conversion rate | 0.0999999 | |||||||||||
Anti-dilution, period after common stock issuance | 45 days | |||||||||||
Anti-dilution, threshold consecutive trading days | 10 days | |||||||||||
Fundamental change, repurchase price percentage | 100% | |||||||||||
Registration default, interest rate for first 90 days | 0.25% | |||||||||||
Registration default, interest rate after 90 days | 0.50% | |||||||||||
Event of default, threshold percentage of note holders that may declare notes payable immediately | 25% | |||||||||||
Event of default, percentage of notes payable immediately | 100% | |||||||||||
Event of default, interest rate for first 90 days | 0.25% | |||||||||||
Event of default, interest rate for days 91-180 | 0.50% | |||||||||||
Interest expense | $ 2,416 | 2,407 | $ 7,167 | 7,127 | ||||||||
Effective interest rate | 7.40% | 7.40% | ||||||||||
Debt issuance costs | $ 2,600 | |||||||||||
Line of credit and term loan | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense | $ 4,997 | $ 3,439 | $ 14,870 | $ 9,609 | ||||||||
Effective interest rate | 7.99% | 5.15% | 7.99% | 5.15% | ||||||||
Line of Credit | Term Loan | Revolver | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 60,000 | |||||||||||
Annual commitment fee percentage | 0.35% | |||||||||||
Availability for borrowing | $ 60,000 | $ 60,000 | ||||||||||
Term loan | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 250,000 | $ 240,000 |
DEBT - Balances Payable by Debt
DEBT - Balances Payable by Debt Instrument (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Debt Instrument [Line Items] | |||
Total debt | $ 345,000 | $ 363,122 | |
Current portion of long-term debt | 10,333 | 14,372 | |
Less: net deferred financing costs | (4,120) | (5,126) | |
Total Long Term debt | 330,547 | 343,624 | |
Derivative liability - convertible notes redemption make-whole provision | 650 | 285 | $ 285 |
Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt | 215,000 | 233,122 | |
Current portion of long-term debt | 10,333 | 14,372 | |
Less: net deferred financing costs | (1,828) | (2,474) | |
Total Long Term debt | 202,839 | 216,276 | |
Exchangeable Notes | |||
Debt Instrument [Line Items] | |||
Total debt | 130,000 | 130,000 | |
Current portion of long-term debt | 0 | 0 | |
Less: net deferred financing costs | (2,292) | (2,652) | |
Total Long Term debt | 127,708 | 127,348 | |
Derivative liability - convertible notes redemption make-whole provision | $ 650 | $ 285 |
DEBT - Maturity (Details)
DEBT - Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Remainder of 2023 | $ 0 | |
2024 | 15,000 | |
2025 | 200,000 | |
2026 | 130,000 | |
Total debt | $ 345,000 | $ 363,122 |
EQUITY STRUCTURE (Details)
EQUITY STRUCTURE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 27, 2021 | |
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized (shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, issued (shares) | 0 | 0 | 0 | |||||
Preferred stock, outstanding (shares) | 0 | 0 | 0 | |||||
Share price (usd per share) | $ 6.45 | $ 6.45 | ||||||
Private warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants outstanding (in shares) | 300,000 | 300,000 | ||||||
Warrants, exercise price (usd per share) | $ 11.50 | $ 11.50 | ||||||
Warrants, commencement, period from Business Combination | 30 days | |||||||
Warrants sold (shares) | 10,537,400 | 10,537,400 | ||||||
Public warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants outstanding (in shares) | 22,115,389 | 22,115,389 | ||||||
Warrants, exercise price (usd per share) | $ 11.50 | $ 11.50 | ||||||
Warrants, commencement, period from Business Combination | 30 days | |||||||
Class A Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, authorized (shares) | 250,000,000 | 250,000,000 | 250,000,000 | |||||
Common stock, issued (shares) | 19,293,287 | 19,293,287 | 16,446,748 | |||||
Common stock, outstanding (shares) | 19,293,287 | 19,293,287 | 16,446,748 | |||||
Class A common stock issued pursuant to Class B common stock exchanges (in shares) | 366,635 | |||||||
Share price (usd per share) | $ 9.95 | |||||||
Class A Common Stock | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares) | 601,181 | 313,767 | 1,564,956 | 239,003 | 13,550 | |||
Class A common stock issued pursuant to Class B common stock exchanges (in shares) | 366,635 | 400,000 | 150,000 | |||||
Class A Common Stock | Restricted stock units | ||||||||
Class of Stock [Line Items] | ||||||||
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares) | 601,181 | 2,479,904 | ||||||
Class B Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, authorized (shares) | 75,000,000 | 75,000,000 | 75,000,000 | |||||
Common stock, issued (shares) | 59,958,422 | 59,958,422 | 60,325,057 | |||||
Common stock, outstanding (shares) | 59,958,422 | 59,958,422 | 60,325,057 | |||||
Class A common stock issued pursuant to Class B common stock exchanges (in shares) | 366,635 | |||||||
Common stock redemption value | $ 596,587 | $ 596,587 | ||||||
Class B Common Stock | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Class A common stock issued pursuant to Class B common stock exchanges (in shares) | 366,635 | 400,000 | 150,000 |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 4,637 | $ 3,715 | $ 13,052 | $ 7,736 |
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 33 | 273 | 269 | 956 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 3,875 | 3,442 | 10,880 | 6,741 |
Performance stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 698 | 0 | 1,796 | 0 |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 31 | 0 | 107 | 0 |
Incentive units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 0 | $ 0 | $ 39 |
STOCK-BASED COMPENSATION - Opti
STOCK-BASED COMPENSATION - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Outstanding (in shares) | 4,765,545 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (1,395,562) | |
Outstanding (in shares) | 3,369,983 | 4,765,545 |
Vested and expected to vest (in shares) | 3,369,983 | |
Exercisable (in shares) | 3,345,417 | |
Weighted Average Exercise Price Per Shares | ||
Outstanding (in usd per share) | $ 1.44 | |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 0.40 | |
Outstanding (in usd per share) | 1.77 | $ 1.44 |
Vested and expected to vest (in usd per share) | 1.77 | |
Exercisable (in usd per share) | $ 1.72 | |
Weighted Average Remaining Contractual Term | ||
Outstanding, weighted average remaining contractual term | 4 years 4 months 24 days | 4 years 9 months 18 days |
Exercised, weighted average remaining contractual term | 1 year 7 months 6 days | |
Vested and expected to vest, weighted average remaining contractual term | 6 years 3 months 18 days | |
Exercisable, weighted average remaining contractual term | 3 years | |
Aggregate Intrinsic Value | ||
Outstanding, aggregate intrinsic value | $ 15,495 | $ 16,939 |
Exercised, aggregate intrinsic value | 9,020 | |
Vested and expected to vest, aggregate intrinsic value | 15,495 | |
Exercisable, aggregate intrinsic value | $ 15,493 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock and Performance Stock Unit, and Earnouts Activity (Details) | 9 Months Ended |
Sep. 30, 2023 shares | |
Restricted stock units | |
Number of Shares | |
Nonvested (in shares) | 5,497,066 |
Granted (in shares) | 1,649,498 |
Vested (in shares) | (1,567,217) |
Forfeited (in shares) | (120,150) |
Nonvested (in shares) | 5,459,197 |
Performance stock units | |
Number of Shares | |
Nonvested (in shares) | 449,380 |
Granted (in shares) | 658,156 |
Vested (in shares) | 0 |
Nonvested (in shares) | 1,107,536 |
Earnout consideration shares | |
Number of Shares | |
Nonvested (in shares) | 657,160 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Nonvested (in shares) | 657,160 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ | $ 33,710 |
Unrecognized compensation expense, period of recognition | 2 years 1 month 6 days |
Class B Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards outstanding (shares) | shares | 1,236,027 |
RETIREMENT PLANS - Defined Cont
RETIREMENT PLANS - Defined Contribution Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Required period of service to participate in plan | 90 days | |||
Retirement plan expense | $ 405 | $ 319 | $ 1,326 | $ 1,156 |
Matching scenario one | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer match percentage | 100% | |||
Employee contributions percentage | 1% | |||
Matching scenario two | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer match percentage | 50% | |||
Employee contributions percentage | 5% |
RETIREMENT PLANS - Deferred Com
RETIREMENT PLANS - Deferred Compensation Plan (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Percent of EBITDA contributed | 0.25% | |
Liability | $ 0 | $ 242 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 05, 2020 |
Assets Carried at Fair Value: | |||
Derivative asset - interest rate swap | $ 8,055 | $ 8,651 | $ 0 |
Liabilities Carried at Fair Value: | |||
Warrant liability | 14,570 | 16,341 | |
Earnout consideration | 4,550 | 15,090 | |
Derivative liability - redemption with make-whole provision | 650 | 285 | |
Public warrants | |||
Liabilities Carried at Fair Value: | |||
Warrant liability | 14,375 | 8,105 | |
Private warrants | |||
Liabilities Carried at Fair Value: | |||
Warrant liability | 195 | 8,236 | |
Level 1 | |||
Assets Carried at Fair Value: | |||
Derivative asset - interest rate swap | 0 | 0 | |
Liabilities Carried at Fair Value: | |||
Earnout consideration | 0 | 0 | |
Derivative liability - redemption with make-whole provision | 0 | 0 | |
Level 1 | Public warrants | |||
Liabilities Carried at Fair Value: | |||
Warrant liability | 14,375 | 8,105 | |
Level 1 | Private warrants | |||
Liabilities Carried at Fair Value: | |||
Warrant liability | 0 | 0 | |
Level 2 | |||
Assets Carried at Fair Value: | |||
Derivative asset - interest rate swap | 8,055 | 8,651 | |
Liabilities Carried at Fair Value: | |||
Earnout consideration | 0 | 0 | |
Derivative liability - redemption with make-whole provision | 0 | 0 | |
Level 2 | Public warrants | |||
Liabilities Carried at Fair Value: | |||
Warrant liability | 0 | 0 | |
Level 2 | Private warrants | |||
Liabilities Carried at Fair Value: | |||
Warrant liability | 0 | 0 | |
Level 3 | |||
Assets Carried at Fair Value: | |||
Derivative asset - interest rate swap | 0 | 0 | |
Liabilities Carried at Fair Value: | |||
Earnout consideration | 4,550 | 15,090 | |
Derivative liability - redemption with make-whole provision | 650 | 285 | |
Level 3 | Public warrants | |||
Liabilities Carried at Fair Value: | |||
Warrant liability | 0 | 0 | |
Level 3 | Private warrants | |||
Liabilities Carried at Fair Value: | |||
Warrant liability | $ 195 | $ 8,236 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | Sep. 30, 2023 shares |
Fair Value Disclosures [Abstract] | |
Earnout shares (in shares) | 7,500,000 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class of Warrant or Right [Roll Forward] | ||||
Estimated fair value at December 31, 2022 | $ 16,341 | |||
Change in estimated fair value | $ (9,739) | $ 1,678 | (1,771) | $ (16,363) |
Estimated fair value at September 30, 2023 | $ 14,570 | $ 14,570 |
FAIR VALUE MEASUREMENTS - Earno
FAIR VALUE MEASUREMENTS - Earnout Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instrument, Contingent Consideration, Liability [Roll Forward] | ||||
Estimated fair value at December 31, 2022 | $ 15,090 | |||
Change in estimated fair value | $ (6,319) | $ (2,636) | (10,540) | $ (21,676) |
Estimated fair value at September 30, 2023 | $ 4,550 | $ 4,550 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Assumptions - Earnout Consideration (Details) | Sep. 30, 2023 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Common Stock market value (usd per share) | $ 6.45 |
Risk-free interest rate | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input | 0.0536 |
Risk-free interest rate | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input | 0.0497 |
Expected volatility | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input | 0.450 |
Expected volatility | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input | 0.400 |
Expected dividends | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input | 0 |
Expected term (years) | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input, expected term | 1 year 2 months 12 days |
Expected term (years) | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input, expected term | 2 years 2 months 12 days |
GEOGRAPHIC INFORMATION AND CO_3
GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Geographical Revenue Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 96,886 | $ 103,305 | $ 290,729 | $ 284,687 |
Domestic | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 84,277 | 83,842 | 235,933 | 216,335 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 12,609 | $ 19,463 | $ 54,796 | $ 68,352 |
GEOGRAPHIC INFORMATION AND CO_4
GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | Customer concentration risk | Three customers | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 84.60% | 76.40% | 79.10% | 76.80% | ||
Accounts receivable | Customer concentration risk | Two customers | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 73% | 63% | ||||
Purchases | Supplier concentration risk | One vendor | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 15% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 949 | $ 393 | $ 656 | $ 3,738 |
Effective income tax rate | 1.48% | 1.76% | 0.80% | 3.30% |
EARNINGS PER SHARE - Basic and
EARNINGS PER SHARE - Basic and Diluted Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Basic and diluted: | ||||
Net income | $ 38,049 | $ 21,894 | $ 81,496 | $ 109,459 |
Less: Net income attributable to non-controlling interest | (30,574) | (19,077) | (65,653) | (93,973) |
Net income attributable to Class A Common Stockholders - basic | 7,475 | 2,817 | 15,843 | 15,486 |
Plus: adjustment to net income due to net effect of equity awards and exchangeable notes. | 4,810 | 733 | 10,705 | 15,446 |
Net income attributable to Class A Common Stockholders after adjustment | $ 12,285 | $ 3,550 | $ 26,548 | $ 30,932 |
Weighted average common shares outstanding used in computing net income per share - basic (in shares) | 19,074,679 | 15,433,438 | 18,420,069 | 15,141,169 |
Plus: net effect of dilutive equity awards and exchangeable notes (in shares) | 16,689,975 | 4,228,622 | 16,941,990 | 17,673,514 |
Weighted average shares used in computing net income per share - diluted (in shares) | 35,764,654 | 19,662,060 | 35,362,059 | 32,814,683 |
Net income per share - basic (in usd per share) | $ 0.39 | $ 0.18 | $ 0.86 | $ 1.02 |
Net income per share - diluted (in usd per share) | $ 0.34 | $ 0.18 | $ 0.75 | $ 0.94 |
EARNINGS PER SHARE - Antidiluti
EARNINGS PER SHARE - Antidilutive Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (shares) | 22,415,400,000 | 22,415,400,000 | 22,415,400,000 | 22,415,400,000 |
Class B common units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (shares) | 59,958,422 | 60,986,800 | 59,958,422 | 60,986,800 |
Exchangeable Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (shares) | 0 | 12,999,978 | 0 | 0 |
Earnout consideration shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (shares) | 7,500,000,000 | 7,500,000,000 | 7,500,000,000 | 7,500,000,000 |
Equity awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares (shares) | 174,091,000 | 3,753,590,000 | 2,654,012,000 | 3,453,590,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Leases (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 (excluding the three months ended September 30, 2023) | $ 552 |
2024 | 2,245 |
2025 | 2,319 |
2026 | 2,083 |
2027 | 912 |
Later years | 1,205 |
Total lease payments | 9,316 |
Less: Imputed interest | (655) |
Present value of lease liabilities | $ 8,661 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Tax Receivable Agreement (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 (excluding the nine months ended September 30, 2023) | $ 174 |
2024 | 1,494 |
2025 | 1,484 |
2026 | 1,513 |
2027 | 1,544 |
Later years | 19,412 |
Total payments | $ 25,621 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Accrued expenses | $ 14,218 | $ 14,218 | $ 10,154 | ||
Payment of tax receivable agreement liability | 2,193 | $ 0 | |||
Tax distributions | 12,355 | 49,955 | |||
CompoSecure | |||||
Related Party Transaction [Line Items] | |||||
Tax distributions | 3,001 | 11,593 | |||
All other members | |||||
Related Party Transaction [Line Items] | |||||
Tax distributions | 9,354 | 38,362 | |||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Selling, general and administrative expenses | 2,414 | $ 13,356 | 9,876 | $ 19,435 | |
Accrued expenses | 3,847 | $ 3,847 | $ 3,317 | ||
Payment of tax receivable agreement liability | $ 2,193 |