Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 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 | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | CMPO | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 20,632,837 | |
Warrants | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock | |
Trading Symbol | CMPOW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 59,958,422 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 55,146 | $ 41,216 |
Accounts receivable, net | 35,110 | 40,488 |
Inventories | 55,197 | 52,540 |
Prepaid expenses and other current assets | 5,252 | 5,133 |
Total current assets | 150,705 | 139,377 |
Property and equipment, net | 24,604 | 25,212 |
Right of use assets, net | 6,964 | 7,473 |
Deferred tax asset | 25,529 | 23,697 |
Derivative asset - interest rate swap | 5,745 | 5,258 |
Deposits and other assets | 24 | 24 |
Total assets | 213,571 | 201,041 |
CURRENT LIABILITIES | ||
Accounts payable | 4,747 | 5,193 |
Accrued expenses | 13,473 | 11,986 |
Commission payable | 5,442 | 4,429 |
Bonus payable | 3,405 | 5,616 |
Current portion of long-term debt | 11,875 | 10,313 |
Current portion of lease liabilities | 1,988 | 1,948 |
Current portion of tax receivable agreement liability | 1,425 | 1,425 |
Total current liabilities | 42,355 | 40,910 |
Long-term debt, net of deferred finance costs | 192,299 | 198,331 |
Convertible notes | 127,959 | 127,832 |
Derivative liability - convertible notes redemption make-whole provision | 722 | 425 |
Warrant liability | 15,691 | 8,294 |
Lease liabilities, operating | 5,655 | 6,220 |
Tax receivable agreement liability | 23,949 | 23,949 |
Earnout consideration liability | 2,312 | 853 |
Total liabilities | 410,942 | 406,814 |
Commitments and contingencies (Note 13) | ||
Redeemable non-controlling interest | 596,587 | 596,587 |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 40,494 | 39,466 |
Accumulated other comprehensive income | 5,443 | 4,991 |
Accumulated deficit | (839,903) | (846,825) |
Total stockholders' deficit | (793,958) | (802,360) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 213,571 | 201,041 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, issued (in shares) | 20,598,246 | 19,415,123 |
Common stock, outstanding (in shares) | 20,598,246 | 19,415,123 |
Class B Common Stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, issued (in shares) | 59,958,422 | 59,958,422 |
Common stock, outstanding (in shares) | 59,958,422 | 59,958,422 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 104,010 | $ 95,316 |
Cost of sales | 48,797 | 41,962 |
Gross profit | 55,213 | 53,354 |
Operating expenses: | ||
Selling, general and administrative expenses | 24,077 | 23,944 |
Income from operations | 31,136 | 29,410 |
Other (expense): | ||
Revaluation of earnout consideration liability | (1,459) | (1,973) |
Revaluation of warrant liability | (7,397) | (10,759) |
Change in fair value of derivative liability - convertible notes redemption make-whole provision | (297) | (708) |
Interest expense, net | (5,419) | (5,929) |
Amortization of deferred financing costs | (327) | (567) |
Total other (expense), net | (14,899) | (19,936) |
Income before income taxes | 16,237 | 9,474 |
Income tax benefit | 836 | 1,263 |
Net income | 17,073 | 10,737 |
Net income attributable to redeemable non-controlling interests | 13,048 | 8,408 |
Net income attributable to CompoSecure, Inc. | $ 4,025 | $ 2,329 |
Net income per share attributable to Class A common stockholders - basic (in usd per share) | $ 0.20 | $ 0.13 |
Net income per share attributable to Class A common stockholders - diluted (in usd per share) | $ 0.17 | $ 0.11 |
Weighted average shares used to compute net income per share attributable to Class A common stockholders - basic (in shares) | 20,566,970 | 17,632,000 |
Weighted average shares used to compute net income per share attributable to Class A common stockholders - diluted (in shares) | 96,235,469 | 94,736,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 17,073 | $ 10,737 |
Other comprehensive (loss) income, net: | ||
Unrealized gain (loss) on derivative - interest rate swap, (net of tax) | 452 | (1,649) |
Total other comprehensive income (loss), net | 452 | (1,649) |
Comprehensive income | $ 17,525 | $ 9,088 |
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 Common Stock | Class B Common Stock Common Stock |
Beginning balance (in 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 | (9,714) | (9,714) | ||||
Stock-based compensation | 4,022 | 4,022 | ||||
Proceeds from employee stock purchase plan and exercises of options | 146 | 146 | ||||
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 | |||||
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 (in 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 (in shares) at Dec. 31, 2023 | 19,415,123 | 59,958,422 | ||||
Beginning balance at Dec. 31, 2023 | (802,360) | 39,466 | 4,991 | (846,825) | $ 2 | $ 6 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Distributions | (10,151) | (10,151) | ||||
Stock-based compensation | 4,397 | 4,397 | ||||
Proceeds from employee stock purchase plan and exercises of options | 107 | 107 | ||||
Net income | 4,025 | 4,025 | ||||
Class A common stock issued pursuant to equity based plans, net of shares withheld for taxes and employee stock purchase plan transactions (in shares) | 1,183,123 | |||||
Class A common stock withheld related to net share settlement of equity awards | (3,476) | (3,476) | ||||
Unrealized gain (loss) on derivative - interest rate | 452 | 452 | ||||
Adjustment of redeemable non-controlling interests to redemption value | 13,048 | 13,048 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 20,598,246 | 59,958,422 | ||||
Ending balance at Mar. 31, 2024 | (793,958) | $ 40,494 | $ 5,443 | $ (839,903) | $ 2 | $ 6 |
Beginning balance at Dec. 31, 2023 | 596,587 | |||||
Increase (Decrease) in Redeemable Non-Controlling Interest [Roll Forward] | ||||||
Net income | 13,048 | |||||
Adjustment of redeemable non-controlling interests to redemption value | (13,048) | |||||
Ending balance at Mar. 31, 2024 | $ 596,587 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 17,073 | $ 10,737 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 2,221 | 2,040 |
Stock-based compensation expense | 4,397 | 4,022 |
Amortization of deferred finance costs | 345 | 559 |
Change in fair value of earnout consideration liability | 1,459 | 1,973 |
Revaluation of warrant liability | 7,397 | 10,759 |
Change in fair value of derivative liability | 297 | 708 |
Deferred tax (benefit) expense | (1,867) | (2,034) |
Changes in assets and liabilities | ||
Accounts receivable | 5,378 | (1,915) |
Inventories | (2,657) | (8,901) |
Prepaid expenses and other assets | (119) | (373) |
Accounts payable | (446) | 8,367 |
Accrued expenses | 1,486 | 2,069 |
Other liabilities | (1,213) | (3,114) |
Net cash provided by operating activities | 33,751 | 24,897 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,613) | (3,666) |
Net cash used in investing activities | (1,613) | (3,666) |
Cash flows from financing activities: | ||
Proceeds from employee stock purchase plan and exercises of equity awards | 107 | 146 |
Payments for taxes related to net share settlement of equity awards | (3,476) | (2,409) |
Payment of term loan | (4,688) | (330) |
Distributions to non-controlling interest | (10,151) | (9,714) |
Net cash used in financing activities | (18,208) | (12,307) |
Net increase in cash and cash equivalents | 13,930 | 8,924 |
Cash and cash equivalents, beginning of period | 41,216 | 13,642 |
Cash and cash equivalents, end of period | 55,146 | 22,566 |
Supplementary disclosure of cash flow information: | ||
Cash paid for interest expense | 4,175 | 4,567 |
Supplemental disclosure of non-cash financing activities: | ||
Derivative asset - interest rate swap | $ 452 | $ (1,649) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
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 was founded and commenced operations in 2000. It 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. Since its inception, CompoSecure has established itself as 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.”), with additional direct and indirect customers in 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. 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. ("Holdings") and the related deferred tax asset. Holdings 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 the board of managers of Holdings, CompoSecure, Inc. operates and controls the business and affairs of CompoSecure. As a result, we consolidate the financial results of Holdings and report a non-controlling interest related to the Holdings units not owned by CompoSecure, Inc. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 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, 2023. The financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, the Financial Statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the financial statements for the periods presented. The results disclosed in the Consolidated Statements of Operations for the three months period ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes, which are marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, changes in the fair value of warrant liabilities, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of March 31, 2024 or December 31, 2023. 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 On December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, applies to all |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The major classes of inventories were as follows: March 31, 2024 December 31, 2023 Raw materials $ 52,680 $ 50,867 Work in process 5,397 4,110 Finished goods 357 662 Inventory reserve (3,237) (3,099) $ 55,197 $ 52,540 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Useful Life March 31, 2024 December 31, 2023 Machinery and equipment 5 - 10 years $ 76,910 $ 72,538 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 15,370 14,981 Vehicles 5 years 264 264 Software 1 - 3 years 2,924 2,924 Construction in progress 1,041 4,189 Total 98,423 96,810 Less: Accumulated depreciation and amortization (73,819) (71,598) Property and equipment, net $ 24,604 $ 25,212 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Exchangeable Senior Notes On April 19, 2021, concurrent with the execution of the Merger Agreement for the Business Combination, 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 Holdings and guaranteed by its operating subsidiaries, CompoSecure, L.L.C. and Arculus Holdings, L.L.C., 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 was $552 and recorded this amount as derivative liability with an offsetting amount as a debt discount as a reduction to the carrying value of the 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 determined that the change in fair value from December 27, 2021 to December 31, 2021 was not material. The Company performed a valuation of the derivative liability and determined that the fair value of the derivative liability was $722 at March 31, 2024 and $425 at December 31, 2023. The Company recorded an unfavorable change in fair value of $297 and $708 for the three months ended March 31, 2024 and March 31, 2023, respectively. The expected term of the Exchangeable Notes was equal for the period through December 27, 2026 as this represents the point at which the Exchangeable Notes will mature unless earlier converted in accordance with their terms prior to such date. For the quarter ended March 31, 2024 and March 31, 2023, the Company recognized $2,396 and $2,362 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 without the make-whole feature, was approximately $126,000 and $118,000, as of March 31, 2024 and December 31, 2023 respectively. 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 of 2020, the Company through its subsidiary, Holdings, entered into a new agreement with JPMC to refinance its then existing July 2019 credit facility, increasing the maximum aggregate amount available under the term loan to $240,000 bringing total credit facility to $300,000. In addition, the maturity date of both the revolver and term loan was amended to November 5, 2023. This amendment was accounted for as a modification and approximately $3,200 of additional costs incurred in connection with the modification 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 transition from bearing interest based on LIBOR to SOFR or the Alternate Base Rate (as defined in the 2021 Credit Facility), at the election of the Company, plus an applicable margin, and to reflect the waiver of a technical default under the 2021 Credit Facility, related to the delayed delivery of a pledge of its interests in Holdings by the parent company (i.e., CompoSecure, Inc.). Holdings had already pledged all of its assets in favor of the lenders as per the terms of the debt agreement. After the amendment on February 28, 2023, the interest rate spreads and fees under the 2021 Credit Facility are based on a quoted SOFR plus a SOFR adjustment of 0.10% and an applicable margin ranging from 1.75% to 2.75% as determined by the Company’s prevailing Leverage Ratio for the revolving and term loan Term Benchmark and RFR Spread debt (as each term is defined in the 2021 Credit Facility). In May 2023, certain lenders under the Company's 2021 Credit Facility transferred their debt to certain other lenders. Approximately $257 of additional costs incurred by the Company in connection with the transfers were capitalized as debt issuance costs. In addition, approximately $589 deferred finance fees incurred by the Company at the inception of the 2021 Credit Facility and relating to the transferring lenders were written off by the Company at the time of the transfers. In March 2024, the Company and the lenders entered into a further amendment to the Credit Facility. This amendment allowed the Company (or the applicable subsidiary) to repurchase outstanding shares of common stock, outstanding warrants to purchase shares of common stock and/or outstanding exchangeable notes in an aggregate amount not to exceed $40,000,000 at any time. 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 2.75%. At March 31, 2024 and 2023, the effective interest rate on the Revolver and Term Loan was 7.80% and 7.99% 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 $4,459 and $5,161 of interest expense related to the Revolver and the Term Loan for the quarter ended March 31, 2024 and 2023, respectively. The terms of the credit facilities contain certain financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio. At March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, there were no balances outstanding on the Revolver. At March 31, 2024, there was $60,000 available for borrowing under the Revolver. The balances payable under all borrowing facilities are as follows: March 31, December 31, Term Loan Exchangeable Notes Total debt Term Loan Exchangeable Notes Total debt Loan Balance $ 205,625 $ 130,000 $ 335,625 $ 210,313 $ 130,000 $340,313 Less: current portion of term loan (scheduled payments) (11,875) — (11,875) (10,313) — (10,313) Less: net deferred financing costs (1,451) (2,041) (3,492) (1,669) (2,168) (3,837) Total Long Term debt $ 192,299 $ 127,959 $ 320,258 $ 198,331 $ 127,832 $ 326,163 Derivative liability - redemption with make-whole provision $ 722 $ 425 The maturity of all the borrowings facilities is as follows: Remainder of 2024 $ 5,625 2025 200,000 2026 130,000 Total debt $ 335,625 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. At March 31, 2024, 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 $5,745 and $5,258 at March 31, 2024 and December 31, 2023, 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 | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
EQUITY STRUCTURE | EQUITY STRUCTURE Shares Authorized As of March 31, 2024, the Company had authorized a total of 250,000,000 shares for issuance designated as Class A common stock, 75,000,000 designated as Class B common stock and 10,000,000 shares designated as preferred stock. As of March 31, 2024, there were 20,598,246 shares of Class A Common Stock issued and outstanding, 59,958,422 shares of Class B Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. Issuance of Common Stock In the quarter ended March 31, 2024, the Company issued 1,183,123 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. Warrants As of March 31, 2024, the Company had 22,415,389 public warrants outstanding. Until the expiration date of December 26, 2026, 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 March 31, 2024, in accordance with ASC 480-10. This measurement adjustment results in a corresponding adjustment to shareholders’ deficit through adjustments to additional paid-in capital and retained earnings. The redemption value of the Class B Units was $596,587 on March 31, 2024. The redemption value was calculated by multiplying the 59,958,422 Class B Units outstanding at March 31, 2024 by the $9.95 trading price of our Class A common stock on December 27, 2021. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Stock option expense $ 3 $ 90 Restricted stock unit expense 4,193 3,481 Performance stock unit expense 173 408 Employee stock purchase plan 28 43 Total stock-based compensation expense $ 4,397 $ 4,022 The following table sets forth the options activity under the Holdings' equity plan, which was assumed by the Company, for the three month period ended March 31, 2024: Stock Option Activity Number of Shares Weighted Average Exercise Price Per Shares Weighted Average Aggregate Outstanding at January 1, 2024 3,278,463 $ 1.88 2.9 $ 11,780 Granted — — Exercised 17,740 $ 0.01 1.1 $ 128 Outstanding at March 31, 2024 3,260,723 $ 1.90 2.7 $ 17,383 Vested and expected to vest at March 31, 2024 3,260,723 $ 1.90 2.7 $ 17,383 Exercisable at March 31, 2024 3,260,723 $ 1.90 2.7 $ 17,383 Restricted Stock Unit Activity Number of Shares Outstanding at January 1, 2024 5,651,895 Granted 1,900,678 Vested (1,781,932) Forfeited (39,450) Nonvested at March 31, 2024 5,731,191 Performance and Market based Stock Unit Activity Number of Shares Outstanding at January 1, 2024 1,107,536 Granted 872,685 Vested — Nonvested at March 31, 2024 1,980,221 Earnouts Number of Shares Outstanding at January 1, 2024 657,160 Granted — Vested — Nonvested at March 31, 2024 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 March 31, 2024. Unrecognized compensation cost for restricted stock awards and performance and market based stock units as of March 31, 2024 totaled $41,842, 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 March 31, 2024. |
RETIREMENT PLANS
RETIREMENT PLANS | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS Defined Contribution Plan |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS In accordance with ASC 820-10, the Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made by the Company. The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates: Level 1 Level 2 Level 3 Total March 31, 2024 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 5,745 $ — $ 5,745 Liabilities Carried at Fair Value: Public warrants $ 15,691 $ — $ — $ 15,691 Earnout consideration — — 2,312 2,312 Derivative liability - redemption with make-whole provision — — 722 722 December 31, 2023 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 5,258 $ — $ 5,258 Liabilities Carried at Fair Value: Public warrants $ 8,294 $ — $ — $ 8,294 Earnout consideration — — 853 853 Derivative liability - redemption with make-whole provision — — 425 425 Additional information is provided below about assets and liabilities remeasured at fair value on a recurring basis and for which the Company utilizes Level 3 inputs to determine fair value. Derivative asset - interest rate swap The Company is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, the Company entered into an interest rate swap agreement on January 5, 2022. See Note 5. Warrant liabilities As a result of the Business Combination, the Company assumed warrant liability related to previously issued warrants in connection with Roman DBDR's initial public offering. The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our consolidated balance sheet. The warrant liabilities were remeasured at March 31, 2024, 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, 2023 $ 8,294 Change in estimated fair value 7,397 Estimated fair value at March 31, 2024 $ 15,691 The Public warrants were valued using the quoted market price as the fair value at the end of each balance sheet date. 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 consideration (not including the holders under ASC 718) was determined to be a derivative instrument 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 earnout consideration is 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 earnout consideration 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, 2023 $ 853 Change in estimated fair value 1,459 Estimated fair value at March 31, 2024 $ 2,312 The following assumptions were used to determine the fair value of the Earnout considerations as of March 31, 2024: March 31, 2024 Common stock market value $ 7.23 Risk-free interest rate 4.70% - 5.21% Expected volatility 37.5% - 40.0% Expected dividends 0 % Expected term (years) 0.7-1.7 years The fair value of Earnouts has been classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently readily observable in the market. If different assumptions were used for the various inputs to the valuation approach, the estimated fair value could be significantly higher or lower than the fair value determined. |
GEOGRAPHIC INFORMATION AND CONC
GEOGRAPHIC INFORMATION AND CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Net sales by region: Domestic $ 92,790 $ 73,667 International 11,220 21,649 Total $ 104,010 $ 95,316 The Company’s principal direct customers as of March 31, 2024 consist primarily of leading international and domestic banks and other payment card issuers primarily within the U.S., with additional direct and indirect customers in Europe, Asia, Latin America, Canada, and the Middle East. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary. Two customers individually accounted for more than 10% of the Company’s revenue or 73.2% combined, of total revenue for the three months ended March 31, 2024. Three customers individually accounted for more than 10% of the Company’s revenue or 77.6%, combined, of total revenue for the three months ended March 31, 2023. Four customers individually accounted for more than 10% of the Company’s accounts receivable or approximately 80% and two customers individually accounted for more than 10% or approximately 73% of total accounts receivable as of March 31, 2024 and December 31, 2023, respectively. Two individual vendor accounted for more than 10% of purchases of supplies, or approximately 31% of total purchases, for the three months ended March 31, 2024. Three individual vendor accounted for more than 10% of purchases of supplies, or approximately 38% of total purchases, for the three months ended March 31, 2023. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded income tax benefit of $836 and $1,263 for the three months ended March 31, 2024, and March 31, 2023, respectively. The Company is currently under audit by federal tax authorities for fiscal 2020. There have been no proposed adjustments at this stage of the examination. The examination is expected to be finalized in fiscal 2024. The Company does not expect any material impact to the financial statements due to settlement of this audit. 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 (5.10)% and (13.33)% for the three months ended March 31, 2024 and March 31, 2023, 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and March 31, 2023, 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 March 31, 2024 2023 Basic and diluted: Net income $ 17,073 $ 10,737 Less: Net income attributable to non-controlling interest (13,048) (8,408) Net income attributable to Class A Common Stockholders - basic $ 4,025 $ 2,329 Plus: adjustment to net income due to net effect of equity awards, exchangeable notes and Class B units 11,995 8,410 Net income attributable to Class A Common Stockholders after adjustment $ 16,020 $ 10,739 Weighted average common shares outstanding used in computing net income per share - basic 20,566,970 17,632,000 Plus: net effect of dilutive equity awards, exchangeable notes and Class B units - diluted 75,668,499 77,104,000 Weighted average common shares outstanding used in computing net income per share - diluted 96,235,469 94,736,000 Net income per share—basic $ 0.20 $ 0.13 Net income per share—diluted $ 0.17 $ 0.11 Basic earnings per share for the three months ended March 31, 2024 was calculated by dividing net income attributable to Class A Common shareholders of $4,025 divided by 20,566,970 of weighted average Class A common shares outstanding at March 31, 2024. Diluted earnings per share for the three months ended March 31, 2024 was calculated by dividing net income adjusted for the net effect of dilutive equity awards and exchangeable notes of $16,020 divided by 96,235,469 of weighted average common shares after adjusting for the net effect of dilutive equity awards and exchangeable notes outstanding at March 31, 2024. Basic earnings per share for the three months ended March 31, 2023 was calculated by dividing net income attributable to Class A Common shareholders of $2,329 divided by 17,632,000 of weighted average Class A common shares outstanding at March 31, 2023. Diluted earnings per share for the three months ended March 31, 2023 was calculated by dividing net income adjusted for the net effect of dilutive equity awards of $10,739, divided by 94,736,000 of weighted average common shares after adjusting for the net effect of dilutive equity awards outstanding at March 31, 2023. Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an antidilutive effect on per share amounts. The Company applied the if-converted method for the Exchangeable Notes to calculate diluted earnings per share in accordance with ASU 2020-06. The following amounts were not included in the calculation of net earnings per diluted share because their effects were anti-dilutive: Three Months Ended March 31, 2024 2023 Potentially dilutive securities: Warrants 22,415,400 22,415,400 Earnout consideration shares 7,500,000 7,500,000 Equity awards 2,918,984 1,112,413 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
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: 2024 (excluding the three months ended March 31, 2024) $ 1,825 2025 2,502 2026 2,240 2027 912 2028 846 Later years 359 Total lease payments 8,684 Less: Imputed interest (1,041) Present value of lease liabilities $ 7,643 Tax Receivable Agreement The Company is obligated to make certain payments under a 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 March 31, 2024, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement : 2024 (excluding the three months ended March 31, 2024) $ 1,425 2025 1,484 2026 1,513 2027 1,544 2028 1,568 Later years 17,840 Total payments $ 25,374 In addition to the above, the Company's tax receivable agreement liability and future payments thereunder are expected to increase as we realize (or are deemed to realize) an increase in tax basis of Holdings’ assets resulting from any future purchases, redemptions or exchanges of Holdings' interests by holders. The Company currently expect to fund these future tax receivable agreement liability payments from some of the realized cash tax savings as a result of this increase in tax basis. Litigation |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS 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 no payment related to the tax receivable agreement liability in the quarter ended March 31, 2024. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income | $ 4,025 | $ 2,329 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
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”). |
Consolidation | The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | Certain reclassifications have been made to conform to the current year presentation. |
Use of Estimates | The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes, which are marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, changes in the fair value of warrant liabilities, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability. |
Revenue Recognition | The Company recognizes revenue in accordance with ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of March 31, 2024 or December 31, 2023. 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. |
Recent Accounting Pronouncements - Adopted in current fiscal year | On December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, applies to allentities subject to income taxes. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The amendments in this Update require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The new guidance focuses on two specific disclosure areas: the rate reconciliation and income taxes paid. The rate reconciliation disclosure requirements differ for PBEs as compared to non-PBEs. The income taxes paid disclosures are the same for all entities. The adoption of these ASUs did not have a material impact to the Company's consolidated financial statements. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory By Major Class | The major classes of inventories were as follows: March 31, 2024 December 31, 2023 Raw materials $ 52,680 $ 50,867 Work in process 5,397 4,110 Finished goods 357 662 Inventory reserve (3,237) (3,099) $ 55,197 $ 52,540 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Useful Life March 31, 2024 December 31, 2023 Machinery and equipment 5 - 10 years $ 76,910 $ 72,538 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 15,370 14,981 Vehicles 5 years 264 264 Software 1 - 3 years 2,924 2,924 Construction in progress 1,041 4,189 Total 98,423 96,810 Less: Accumulated depreciation and amortization (73,819) (71,598) Property and equipment, net $ 24,604 $ 25,212 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Balances Payable Under All Borrowing Facilities | The balances payable under all borrowing facilities are as follows: March 31, December 31, Term Loan Exchangeable Notes Total debt Term Loan Exchangeable Notes Total debt Loan Balance $ 205,625 $ 130,000 $ 335,625 $ 210,313 $ 130,000 $340,313 Less: current portion of term loan (scheduled payments) (11,875) — (11,875) (10,313) — (10,313) Less: net deferred financing costs (1,451) (2,041) (3,492) (1,669) (2,168) (3,837) Total Long Term debt $ 192,299 $ 127,959 $ 320,258 $ 198,331 $ 127,832 $ 326,163 Derivative liability - redemption with make-whole provision $ 722 $ 425 |
Schedule of Maturity of Borrowings | The maturity of all the borrowings facilities is as follows: Remainder of 2024 $ 5,625 2025 200,000 2026 130,000 Total debt $ 335,625 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share Based Compensation Expense | The following table summarizes share-based compensation expense included in Selling, general and administrative expenses within the consolidated statements of operations: Three Months Ended March 31, 2024 2023 Stock option expense $ 3 $ 90 Restricted stock unit expense 4,193 3,481 Performance stock unit expense 173 408 Employee stock purchase plan 28 43 Total stock-based compensation expense $ 4,397 $ 4,022 |
Schedule of Stock Option Activity | The following table sets forth the options activity under the Holdings' equity plan, which was assumed by the Company, for the three month period ended March 31, 2024: Stock Option Activity Number of Shares Weighted Average Exercise Price Per Shares Weighted Average Aggregate Outstanding at January 1, 2024 3,278,463 $ 1.88 2.9 $ 11,780 Granted — — Exercised 17,740 $ 0.01 1.1 $ 128 Outstanding at March 31, 2024 3,260,723 $ 1.90 2.7 $ 17,383 Vested and expected to vest at March 31, 2024 3,260,723 $ 1.90 2.7 $ 17,383 Exercisable at March 31, 2024 3,260,723 $ 1.90 2.7 $ 17,383 |
Schedule of Restricted Stock, Performance Stock Unit and Earnouts Activity | Restricted Stock Unit Activity Number of Shares Outstanding at January 1, 2024 5,651,895 Granted 1,900,678 Vested (1,781,932) Forfeited (39,450) Nonvested at March 31, 2024 5,731,191 Performance and Market based Stock Unit Activity Number of Shares Outstanding at January 1, 2024 1,107,536 Granted 872,685 Vested — Nonvested at March 31, 2024 1,980,221 Earnouts Number of Shares Outstanding at January 1, 2024 657,160 Granted — Vested — Nonvested at March 31, 2024 657,160 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates: Level 1 Level 2 Level 3 Total March 31, 2024 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 5,745 $ — $ 5,745 Liabilities Carried at Fair Value: Public warrants $ 15,691 $ — $ — $ 15,691 Earnout consideration — — 2,312 2,312 Derivative liability - redemption with make-whole provision — — 722 722 December 31, 2023 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 5,258 $ — $ 5,258 Liabilities Carried at Fair Value: Public warrants $ 8,294 $ — $ — $ 8,294 Earnout consideration — — 853 853 Derivative liability - redemption with make-whole provision — — 425 425 |
Schedule of Financial Liabilities Measured at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates: Level 1 Level 2 Level 3 Total March 31, 2024 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 5,745 $ — $ 5,745 Liabilities Carried at Fair Value: Public warrants $ 15,691 $ — $ — $ 15,691 Earnout consideration — — 2,312 2,312 Derivative liability - redemption with make-whole provision — — 722 722 December 31, 2023 Assets Carried at Fair Value: Derivative asset - interest rate swap $ — $ 5,258 $ — $ 5,258 Liabilities Carried at Fair Value: Public warrants $ 8,294 $ — $ — $ 8,294 Earnout consideration — — 853 853 Derivative liability - redemption with make-whole provision — — 425 425 |
Schedule of 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, 2023 $ 8,294 Change in estimated fair value 7,397 Estimated fair value at March 31, 2024 $ 15,691 |
Schedule of 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, 2023 $ 853 Change in estimated fair value 1,459 Estimated fair value at March 31, 2024 $ 2,312 |
Schedule of Assumptions Used to Determine Fair Value | The following assumptions were used to determine the fair value of the Earnout considerations as of March 31, 2024: March 31, 2024 Common stock market value $ 7.23 Risk-free interest rate 4.70% - 5.21% Expected volatility 37.5% - 40.0% Expected dividends 0 % Expected term (years) 0.7-1.7 years |
GEOGRAPHIC INFORMATION AND CO_2
GEOGRAPHIC INFORMATION AND CONCENTRATIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Schedule of Geographical Revenue Information | Geographical sales information based on the location of the customer was as follows: Three Months Ended March 31, 2024 2023 Net sales by region: Domestic $ 92,790 $ 73,667 International 11,220 21,649 Total $ 104,010 $ 95,316 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of 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 March 31, 2024 and March 31, 2023, 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 March 31, 2024 2023 Basic and diluted: Net income $ 17,073 $ 10,737 Less: Net income attributable to non-controlling interest (13,048) (8,408) Net income attributable to Class A Common Stockholders - basic $ 4,025 $ 2,329 Plus: adjustment to net income due to net effect of equity awards, exchangeable notes and Class B units 11,995 8,410 Net income attributable to Class A Common Stockholders after adjustment $ 16,020 $ 10,739 Weighted average common shares outstanding used in computing net income per share - basic 20,566,970 17,632,000 Plus: net effect of dilutive equity awards, exchangeable notes and Class B units - diluted 75,668,499 77,104,000 Weighted average common shares outstanding used in computing net income per share - diluted 96,235,469 94,736,000 Net income per share—basic $ 0.20 $ 0.13 Net income per share—diluted $ 0.17 $ 0.11 |
Schedule of Antidilutive Shares Excluded from Calculation | The following amounts were not included in the calculation of net earnings per diluted share because their effects were anti-dilutive: Three Months Ended March 31, 2024 2023 Potentially dilutive securities: Warrants 22,415,400 22,415,400 Earnout consideration shares 7,500,000 7,500,000 Equity awards 2,918,984 1,112,413 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Commitments Under Operating Leases | Future minimum commitments under all non-cancelable operating leases are as follows: 2024 (excluding the three months ended March 31, 2024) $ 1,825 2025 2,502 2026 2,240 2027 912 2028 846 Later years 359 Total lease payments 8,684 Less: Imputed interest (1,041) Present value of lease liabilities $ 7,643 |
Schedule of Tax Receivable Agreement Maturity | As of March 31, 2024, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement : 2024 (excluding the three months ended March 31, 2024) $ 1,425 2025 1,484 2026 1,513 2027 1,544 2028 1,568 Later years 17,840 Total payments $ 25,374 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | |
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 | |
Number of operating segments | segment | 1 | |
Number of reportable segments | segment | 1 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 52,680 | $ 50,867 |
Work in process | 5,397 | 4,110 |
Finished goods | 357 | 662 |
Inventory reserve | (3,237) | (3,099) |
Inventories | $ 55,197 | $ 52,540 |
PROPERTY AND EQUIPMENT - Compon
PROPERTY AND EQUIPMENT - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 98,423 | $ 96,810 |
Less: Accumulated depreciation and amortization | (73,819) | (71,598) |
Property and equipment, net | 24,604 | 25,212 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 76,910 | 72,538 |
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 | $ 15,370 | 14,981 |
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 | $ 1,041 | $ 4,189 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 2,221 | $ 2,040 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||||||||
Apr. 19, 2021 USD ($) day $ / shares | Mar. 31, 2024 USD ($) $ / shares | May 31, 2023 USD ($) | Mar. 31, 2024 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 27, 2021 USD ($) | Nov. 30, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Fair value of derivative liability | $ 722,000 | $ 722,000 | $ 425,000 | |||||||
Change in fair value of derivative liability, unfavorable | 297,000 | $ 708,000 | ||||||||
Derivative notional amount | 125,000,000 | 125,000,000 | ||||||||
Derivative asset - interest rate swap | 5,745,000 | 5,745,000 | 5,258,000 | $ 0 | ||||||
Level 2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative asset - interest rate swap | $ 5,745,000 | $ 5,745,000 | $ 5,258,000 | |||||||
Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | $ 1,800,000 | $ 3,200,000 | ||||||||
Maximum borrowing capacity | 310,000,000 | 300,000,000 | ||||||||
Term Loan | SOFR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable interest rate | 2.75% | |||||||||
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 | $ 257,000 | |||||||||
Debt issuance costs written off | $ 589,000 | |||||||||
2021 Credit Facility | SOFR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable interest rate | 0.10% | |||||||||
2021 Credit Facility | SOFR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable interest rate | 1.75% | |||||||||
2021 Credit Facility | SOFR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable interest rate | 2.75% | |||||||||
Class A Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Exchangeable Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 130,000,000 | |||||||||
Conversion price (in 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% | |||||||||
Fair value of derivative liability | $ 552,000 | |||||||||
Interest expense | $ 2,396,000 | 2,362,000 | ||||||||
Effective interest rate | 7.40% | |||||||||
Debt, fair value | $ 126,000,000 | $ 126,000,000 | $ 118,000,000 | |||||||
Debt issuance costs | $ 2,600,000 | |||||||||
Line of credit and term loan | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expense | $ 4,459,000 | $ 5,161,000 | ||||||||
Effective interest rate | 7.80% | 7.80% | 7.99% | |||||||
Term loan | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 250,000,000 | $ 240,000,000 | ||||||||
Line of Credit | Term Loan | Revolver | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 60,000,000 | $ 60,000,000 | ||||||||
Annual commitment fee percentage | 0.35% | |||||||||
Line of credit, balance outstanding | 0 | $ 0 | $ 0 | |||||||
Availability for borrowing | 60,000,000 | $ 60,000,000 | ||||||||
Line of Credit | 2021 Credit Facility | Revolver | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum instrument repurchase amount | $ 40,000,000 |
DEBT - Balances Payable by Debt
DEBT - Balances Payable by Debt Instrument (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Loan Balance | $ 335,625 | $ 340,313 |
Less: current portion of term loan (scheduled payments) | (11,875) | (10,313) |
Less: net deferred financing costs | (3,492) | (3,837) |
Total Long Term debt | 320,258 | 326,163 |
Derivative liability - convertible notes redemption make-whole provision | 722 | 425 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Loan Balance | 205,625 | 210,313 |
Less: current portion of term loan (scheduled payments) | (11,875) | (10,313) |
Less: net deferred financing costs | (1,451) | (1,669) |
Total Long Term debt | 192,299 | 198,331 |
Exchangeable Notes | ||
Debt Instrument [Line Items] | ||
Loan Balance | 130,000 | 130,000 |
Less: current portion of term loan (scheduled payments) | 0 | 0 |
Less: net deferred financing costs | (2,041) | (2,168) |
Total Long Term debt | 127,959 | 127,832 |
Derivative liability - convertible notes redemption make-whole provision | $ 722 | $ 425 |
DEBT - Maturity (Details)
DEBT - Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Remainder of 2024 | $ 5,625 | |
2025 | 200,000 | |
2026 | 130,000 | |
Total debt | $ 335,625 | $ 340,313 |
EQUITY STRUCTURE (Details)
EQUITY STRUCTURE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 27, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | |
Preferred stock, issued (in shares) | 0 | 0 | |
Preferred stock, outstanding (in shares) | 0 | 0 | |
Share price (in usd per share) | $ 7.23 | ||
Public warrants | |||
Class of Stock [Line Items] | |||
Warrants outstanding (in shares) | 22,415,389 | ||
Number of securities called by each warrant (in shares) | 1 | ||
Warrants, exercise price (in usd per share) | $ 11.50 | ||
Warrants, commencement, period from Business Combination | 30 days | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, authorized (in shares) | 250,000,000 | 250,000,000 | |
Common stock, issued (in shares) | 20,598,246 | 19,415,123 | |
Common stock, outstanding (in shares) | 20,598,246 | 19,415,123 | |
Share price (in usd per share) | $ 9.95 | ||
Class A Common Stock | Restricted stock unit expense | |||
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) | 1,183,123 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, authorized (in shares) | 75,000,000 | 75,000,000 | |
Common stock, issued (in shares) | 59,958,422 | 59,958,422 | |
Common stock, outstanding (in shares) | 59,958,422 | 59,958,422 | |
Common stock redemption value | $ 596,587 |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 4,397 | $ 4,022 |
Stock option expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 3 | 90 |
Restricted stock unit expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 4,193 | 3,481 |
Performance stock unit expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 173 | 408 |
Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 28 | $ 43 |
STOCK-BASED COMPENSATION - Opti
STOCK-BASED COMPENSATION - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Shares | ||
Outstanding (in shares) | 3,278,463 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 17,740 | |
Outstanding (in shares) | 3,260,723 | 3,278,463 |
Vested and expected to vest (in shares) | 3,260,723 | |
Exercisable (in shares) | 3,260,723 | |
Weighted Average Exercise Price Per Shares | ||
Outstanding (in usd per share) | $ 1.88 | |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 0.01 | |
Outstanding (in usd per share) | 1.90 | $ 1.88 |
Vested and expected to vest (in usd per share) | 1.90 | |
Exercisable (in usd per share) | $ 1.90 | |
Weighted Average Remaining Contractual Term | ||
Outstanding, weighted average remaining contractual term | 2 years 8 months 12 days | 2 years 10 months 24 days |
Exercised, weighted average remaining contractual term | 1 year 1 month 6 days | |
Vested and expected to vest, weighted average remaining contractual term | 2 years 8 months 12 days | |
Exercisable, weighted average remaining contractual term | 2 years 8 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding, aggregate intrinsic value | $ 17,383 | $ 11,780 |
Exercised, aggregate intrinsic value | 128 | |
Vested and expected to vest, aggregate intrinsic value | 17,383 | |
Exercisable, aggregate intrinsic value | $ 17,383 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock and Performance Stock Unit, and Earnouts Activity (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
Restricted stock unit expense | |
Number of Shares | |
Nonvested (in shares) | 5,651,895 |
Granted (in shares) | 1,900,678 |
Vested (in shares) | (1,781,932) |
Forfeited (in shares) | (39,450) |
Nonvested (in shares) | 5,731,191 |
Performance stock unit expense | |
Number of Shares | |
Nonvested (in shares) | 1,107,536 |
Granted (in shares) | 872,685 |
Vested (in shares) | 0 |
Nonvested (in shares) | 1,980,221 |
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 | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ | $ 41,842 |
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 (in shares) | shares | 1,236,027 |
RETIREMENT PLANS - Defined Cont
RETIREMENT PLANS - Defined Contribution Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Required period of service to participate in plan | 90 days | |
Retirement plan expense | $ 591 | $ 525 |
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% |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 31, 2022 |
Assets Carried at Fair Value: | |||
Derivative asset - interest rate swap | $ 5,745,000 | $ 5,258,000 | $ 0 |
Liabilities Carried at Fair Value: | |||
Warrant liability | 15,691,000 | 8,294,000 | |
Earnout consideration | 2,312,000 | 853,000 | |
Derivative liability - redemption with make-whole provision | 722,000 | 425,000 | |
Public warrants | |||
Liabilities Carried at Fair Value: | |||
Warrant liability | 15,691,000 | 8,294,000 | |
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 | 15,691,000 | 8,294,000 | |
Level 2 | |||
Assets Carried at Fair Value: | |||
Derivative asset - interest rate swap | 5,745,000 | 5,258,000 | |
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 3 | |||
Assets Carried at Fair Value: | |||
Derivative asset - interest rate swap | 0 | 0 | |
Liabilities Carried at Fair Value: | |||
Earnout consideration | 2,312,000 | 853,000 | |
Derivative liability - redemption with make-whole provision | 722,000 | 425,000 | |
Level 3 | Public warrants | |||
Liabilities Carried at Fair Value: | |||
Warrant liability | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Warrant or Right [Roll Forward] | ||
Estimated fair value at December 31, 2023 | $ 8,294 | |
Change in estimated fair value | 7,397 | $ 10,759 |
Estimated fair value at March 31, 2024 | $ 15,691 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | Mar. 31, 2024 shares |
Fair Value Disclosures [Abstract] | |
Earnout shares (in shares) | 7,500,000 |
FAIR VALUE MEASUREMENTS - Earno
FAIR VALUE MEASUREMENTS - Earnout Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instrument, Contingent Consideration, Liability [Roll Forward] | ||
Estimated fair value at December 31, 2023 | $ 853 | |
Change in estimated fair value | 1,459 | $ 1,973 |
Estimated fair value at March 31, 2024 | $ 2,312 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Assumptions - Earnout Consideration (Details) | Mar. 31, 2024 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Common Stock market value (in usd per share) | $ 7.23 |
Risk-free interest rate | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input | 0.0470 |
Risk-free interest rate | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input | 0.0521 |
Expected volatility | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input | 0.375 |
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 | 8 months 12 days |
Expected term (years) | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnouts, measurement input, expected term | 1 year 8 months 12 days |
GEOGRAPHIC INFORMATION AND CO_3
GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Geographical Revenue Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 104,010 | $ 95,316 |
Domestic | ||
Disaggregation of Revenue [Line Items] | ||
Total | 92,790 | 73,667 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 11,220 | $ 21,649 |
GEOGRAPHIC INFORMATION AND CO_4
GEOGRAPHIC INFORMATION AND CONCENTRATIONS - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue | Customer concentration risk | Two customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 73.20% | ||
Revenue | Customer concentration risk | Three customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 77.60% | ||
Accounts receivable | Customer concentration risk | Two customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 73% | ||
Accounts receivable | Customer concentration risk | Four customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 80% | ||
Purchases | Supplier concentration risk | Two vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 31% | ||
Purchases | Supplier concentration risk | Three vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 38% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 836 | $ 1,263 |
Effective income tax rate | (5.10%) | (13.33%) |
EARNINGS PER SHARE - Basic and
EARNINGS PER SHARE - Basic and Diluted Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Basic and diluted: | ||
Net income | $ 17,073 | $ 10,737 |
Less: Net income attributable to non-controlling interest | (13,048) | (8,408) |
Net income attributable to Class A Common Stockholders - basic | 4,025 | 2,329 |
Plus: adjustment to net income due to net effect of equity awards, exchangeable notes and Class B units | 11,995 | 8,410 |
Net income attributable to Class A Common Stockholders after adjustment | $ 16,020 | $ 10,739 |
Weighted average common shares outstanding used in computing net income per share - basic (in shares) | 20,566,970 | 17,632,000 |
Plus: net effect of dilutive equity awards, exchangeable notes and Class B units - diluted (in shares) | 75,668,499 | 77,104,000 |
Weighted average shares used in computing net income per share - diluted (in shares) | 96,235,469 | 94,736,000 |
Net income per share - basic (in usd per share) | $ 0.20 | $ 0.13 |
Net income per share - diluted (in usd per share) | $ 0.17 | $ 0.11 |
EARNINGS PER SHARE- Narrative (
EARNINGS PER SHARE- Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net income (loss) available to common stockholders, basic | $ 4,025 | $ 2,329 |
Weighted average shares used to compute net income per share attributable to Class A common stockholders - basic (in shares) | 20,566,970 | 17,632,000 |
Net income (loss) available to common stockholders, diluted | $ 16,020 | $ 10,739 |
Weighted average shares used to compute net income per share attributable to Class A common stockholders - diluted (in shares) | 96,235,469 | 94,736,000 |
EARNINGS PER SHARE - Antidiluti
EARNINGS PER SHARE - Antidilutive Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 22,415,400 | 22,415,400 |
Earnout consideration shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 7,500,000 | 7,500,000 |
Equity awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares (in shares) | 2,918,984 | 1,112,413 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Leases (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 (excluding the three months ended March 31, 2024) | $ 1,825 |
2025 | 2,502 |
2026 | 2,240 |
2027 | 912 |
2028 | 846 |
Later years | 359 |
Total lease payments | 8,684 |
Less: Imputed interest | (1,041) |
Present value of lease liabilities | $ 7,643 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Tax Receivable Agreement (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 (excluding the three months ended March 31, 2024) | $ 1,425 |
2025 | 1,484 |
2026 | 1,513 |
2027 | 1,544 |
2028 | 1,568 |
Later years | 17,840 |
Total payments | $ 25,374 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Related Party Transaction [Line Items] | |
Tax distributions | $ 13,422,000 |
CompoSecure | |
Related Party Transaction [Line Items] | |
Tax distributions | 3,271,000 |
All other members | |
Related Party Transaction [Line Items] | |
Tax distributions | 10,151,000 |
Related Party | |
Related Party Transaction [Line Items] | |
Payment of tax receivable agreement liability | $ 0 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Forecast - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | Jun. 11, 2024 | May 06, 2024 |
Subsequent Event [Line Items] | ||
Payments of dividend | $ 24.2 | |
Class A shareholders | ||
Subsequent Event [Line Items] | ||
Cash dividend (in usd per share) | $ 0.30 | |
Class B shareholders | ||
Subsequent Event [Line Items] | ||
Cash dividend (in usd per share) | $ 0.30 |