CompoSecure Reports Record Second Quarter 2024 Financial Results; Narrows 2024 Full Year Guidance to High End of Range

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CompoSecure, Inc.CompoSecure, Inc.
CompoSecure, Inc.

Q2 Net Sales up 10% to $108.6 million; Q2 Net Income up 3% to $33.6 million; Q2 Adj. EBITDA up 8% to $40.0 million

Narrows fiscal 2024 guidance; now anticipates Net Sales between $418-$428 million and Adjusted EBITDA between $150-$157 million

David Cote, former CEO of Honeywell and current executive chairman of Vertiv, to become executive chairman of CompoSecure following the acquisition of a majority interest in the Company by the David Cote Family; Expected to simplify corporate structure and unlock shareholder value

SOMERSET, N.J., Aug. 07, 2024 (GLOBE NEWSWIRE) -- CompoSecure, Inc. (Nasdaq: CMPO), a leader in metal payment cards, security, and authentication solutions, today announced its operating results for the second quarter ended June 30, 2024.

“I am pleased to report another record quarter of Net Sales and Adjusted EBITDA, driven by continued growth in our domestic business and strong international demand from the launch of new programs,” said Jon Wilk, President and CEO of CompoSecure. We continue to support our customer’s ability to offer highly attractive premium card programs such as the limited edition Amex White Gold Card and the first Wells Fargo and Expedia co-branded metal card, as well as driving growth with innovative products through our Echo Mirror Card and LED card.

“I am also excited to announce an expansion of our strategic partnership with Fiserv to include the marketing and reselling of Arculus Authenticate. Building on our already successful metal payment card collaboration, this partnership will enhance the ability to bring FIDO 2 secure authentication capabilities to Fiserv’s extensive customer base of financial institutions and fintechs.”

As just announced in a separate press release, the David Cote Family is investing $372 million through Resolute and Dave Cote will become the executive chairman of the board of directors of CompoSecure upon closing of the transaction. Resolute will become the majority shareholder of the Company and will focus on deploying operational and M&A best practices to drive long-term value creation for all shareholders. Importantly, the transaction will remove the dual-share structure, delivering higher retained annual cash flow and better alignment of all shareholders with the elimination of the tax distributions related to the Class B units.

Mr. Wilk continued, “I am thrilled to have David Cote serve as Executive Chairman of the Board of Directors. David’s career and track record is unparalleled, setting the standard for how organizations can simultaneously drive both short and long-term performance to realize their full potential. We believe his experience steering global public companies, such as Honeywell and Vertiv, will be invaluable to CompoSecure as we enter a new phase of growth and value creation for shareholders, employees, and customers.”

Wilk added, “Today, we have also amended our credit facility with lower rates, an upsized revolving line of credit, a longer term and more flexible covenants. This reflects the confidence our lenders have in our business and provides capacity for continued growth and to retire our exchangeable notes maturing in December 2026.”

Financial Highlights (Q2 2024 vs. Q2 2023)

  • Net Sales: Net Sales increased 10% to $108.6 million compared to $98.5 million. The increase was primarily driven by continued domestic growth and improved international demand.

  • Gross Profit: Gross Profit was $56.1 million or 52% of Net Sales, compared to $53.9 million or 55%. The decrease in gross margin was primarily due to product mix, as well as inflationary pressure on wages.

  • Net Income/EPS: Net Income increased 3% to $33.6 million compared to $32.7 million. Net Income per share attributable to Class A common shareholders was $0.44 (Basic) and $0.32 (Diluted), compared to $0.31 (Basic) and $0.29 (Diluted) in the year-ago period.

  • Adjusted Net Income/Adjusted EPS: Adjusted Net Income (a non-GAAP measure) increased 10% to $25.2 million compared to $22.9 million in the year-ago period. Adjusted EPS (a non-GAAP measure), which includes both Class A and Class B shares, was $0.31 (Basic) and $0.27 (Diluted) compared to $0.29 (Basic) and $0.25 (Diluted) in the year-ago period (see reconciliation of non-GAAP measures shown in table below).

  • Adjusted EBITDA: Adjusted EBITDA (a non-GAAP measure) increased 8% to $40.0 million compared to $36.9 million, with the increase driven by net sales growth.

Liquidity and Capital Structure

Balance Sheet: At June 30, 2024, CompoSecure had $35.4 million of cash and cash equivalents and $330.9 million of total debt, which included $200.9 million of term loan and $130 million of exchangeable notes. This compares to cash and cash equivalents of $41.2 million and total debt of $340.3 million at December 31, 2023, and cash and cash equivalents of $22.6 million and total debt of $358.1 million at June 30, 2023. CompoSecure’s secured debt leverage ratio was 1.29x at June 30, 2024 compared to 1.39x at December 31, 2023 and 1.60x at June 30, 2023.

Shares Outstanding: At June 30, 2024, CompoSecure had 81.7 million shares outstanding which included 29.8 million Class A shares and 51.9 million Class B shares. This includes the effect of the May 2024 underwritten secondary offering of approximately 8.1 million shares of Class A common stock, which were converted from shares of Class B common stock (for more information on shares outstanding, both Basic and Diluted, please refer to CompoSecure’s SEC filings and the earnings presentation).

Operational Highlights

  • Expanded partnership with Fiserv to market and resell Arculus Authenticate capabilities to Fiserv’s customer base

  • Customer card programs launched include Wells Fargo Expedia Onekey Card, the Amex White Gold Card, Turkish Airlines, and Atlas, a leading fintech.

  • Arculus highlights:

    • Remain on track for Arculus total net investment to be lower than 2023, with the expectation of turning positive for fiscal 2025

    • Showcased Arculus innovation around Web3 payment capabilities using digital assets for everyday purchases at point of sale

  • CompoSecure recognition:

    • Won three 2024 International Card Manufactures Awards Elan Award: Best Metal Cards, Best Environmentally-Friendly Cards, and Best Secure Payment Cards

    • Jon Wilk, CEO, Visionary CEO Award from the Banking Tech Awards USA

    • Steve Feder, General Counsel, NJBIZ Leaders in Law Awards

  • Released inaugural ESG Report

2024 Financial Outlook
The Company has narrowed its previously issued fiscal 2024 guidance and now expects Net Sales to range between $418-$428 million (previously $408-428 million) and Adjusted EBITDA to range between $150-$157 million (previously $147-$157 million).

Conference Call
CompoSecure will host a conference call and live audio webcast today at 5:00 p.m. Eastern Time to discuss its financial and operational results, followed by a question-and-answer period.

Date: Wednesday, August 7, 2024
Time: 5:00 p.m. Eastern Time
Dial-in registration link
Live webcast registration link

If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

A live webcast and replay of the conference call will be available on the investor relations section of CompoSecure’s website at https://ir.composecure.com/news-events/events.

About CompoSecure
Founded in 2000, CompoSecure (Nasdaq: CMPO) is a technology partner to market leaders, fintech’s 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. CompoSecure’s innovative payment card technology and metal cards with Arculus security and authentication 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. For more information, please visit www.CompoSecure.com and www.GetArculus.com.

Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although CompoSecure believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, CompoSecure cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning CompoSecure’s possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect CompoSecure’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in CompoSecure’s forward-looking statements: the completion of the transactions contemplated by the proposed transactions with Resolute Partners; the ability of CompoSecure to grow and manage growth profitably; maintain relationships with customers; compete within its industry and retain its key employees; the possibility that CompoSecure may be adversely impacted by other global economic, business, competitive and/or other factors; the outcome of any legal proceedings that may be instituted against CompoSecure or others; future exchange and interest rates; and other risks and uncertainties, including those under “Risk Factors” in filings that have been made or will be made with the Securities and Exchange Commission. CompoSecure undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures
This press release may include certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. CompoSecure believes EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow are useful to investors in evaluating CompoSecure’s financial performance. CompoSecure uses these measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and/or to measure incentive compensation, as we believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling CompoSecure to evaluate and plan more effectively for the future. Due to the forward-looking nature of the financial guidance included above, specific quantification of the charges excluded from the non-GAAP financial measures included in such financial guidance, including with respect to depreciation, amortization, interest, and taxes, that would be required to reconcile the non GAAP financial measures included in such financial guidance to GAAP measures are not available, so it is not feasible to provide accurate forecasted non-GAAP reconciliations without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included, and no reconciliation of the forward-looking non-GAAP financial measures is included. In addition, CompoSecure’s debt agreements contain covenants that use a variation of these measures for purposes of determining debt covenant compliance. CompoSecure believes that investors should have access to the same set of tools that its management uses in analyzing operating results. EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow are significant components in understanding and assessing CompoSecure’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of CompoSecure’s liquidity and may be different from similarly titled non-GAAP measures used by other companies. Please refer to the tables below for the reconciliation of GAAP measures to these non-GAAP measures.

Corporate Contact
Anthony Piniella
Head of Global Communications, CompoSecure
(917) 208-7724
[email protected]

Investor Relations Contact
Sean Mansouri, CFA
Elevate IR
(720) 330-2829
[email protected]

Consolidated Balance Sheet Data
(in thousands)

 

 

June 30,
2024

 

December 31,
2023

 

Unaudited

 

 

ASSETS

 

 

 

CURRENT ASSETS

 

 

 

Cash and cash equivalents

$

35,391

 

 

$

41,216

 

Accounts receivable, net

 

39,648

 

 

 

40,488

 

Inventories

 

57,514

 

 

 

52,540

 

Prepaid expenses and other current assets

 

3,928

 

 

 

5,133

 

Total current assets

 

136,481

 

 

 

139,377

 

 

 

 

 

Property and equipment, net

 

23,739

 

 

 

25,212

 

Right of use assets, net

 

6,449

 

 

 

7,473

 

Deferred tax asset

 

41,082

 

 

 

23,697

 

Derivative asset - interest rate swap

 

5,182

 

 

 

5,258

 

Deposits and other assets

 

422

 

 

 

24

 

Total assets

$

213,355

 

 

$

201,041

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

CURRENT LIABILITIES

 

 

 

Accounts payable

 

9,431

 

 

 

5,193

 

Accrued expenses

 

12,183

 

 

 

11,986

 

Commission payable

 

5,010

 

 

 

4,429

 

Bonus payable

 

5,473

 

 

 

5,616

 

Current portion of long-term debt

 

13,437

 

 

 

10,313

 

Current portion of lease liabilities

 

2,029

 

 

 

1,948

 

Current portion of tax receivable agreement liability

 

1,425

 

 

 

1,425

 

Total current liabilities

 

48,988

 

 

 

40,910

 

 

 

 

 

Long-term debt, net of deferred finance costs

 

186,244

 

 

 

198,331

 

Convertible notes

 

128,088

 

 

 

127,832

 

Derivative liability - convertible notes redemption make-whole provision

 

544

 

 

 

425

 

Warrant liability

 

10,087

 

 

 

8,294

 

Lease liabilities, operating

 

5,077

 

 

 

6,220

 

Tax receivable agreement liability

 

43,060

 

 

 

23,949

 

Earnout consideration liability

 

383

 

 

 

853

 

Total liabilities

 

422,471

 

 

 

406,814

 

 

 

 

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

 

Redeemable non-controlling interest

 

516,489

 

 

 

596,587

 

 

 

 

 

Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding

 

 

 

 

 

Class A common stock, $0.0001 par value; 250,000,000 shares authorized, 29,847,338 and 19,415,123 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

 

3

 

 

 

2

 

Class B common stock, $0.0001 par value; 75,000,000 shares authorized, 51,908,422 and 59,958,422 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

 

5

 

 

 

6

 

Additional paid-in capital

 

36,258

 

 

 

39,466

 

Accumulated other comprehensive income

 

4,848

 

 

 

4,991

 

Accumulated deficit

 

(766,719

)

 

 

(846,825

)

Total stockholders' deficit

 

(725,605

)

 

 

(802,360

)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

213,355

 

 

$

201,041

 

 

 

 

 

 

 

 

 


Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Net sales

$

108,567

 

 

$

98,527

 

 

$

212,577

 

 

$

193,843

 

Operating expenses:

 

 

 

 

 

 

 

Cost of sales

 

52,495

 

 

 

44,590

 

 

 

101,292

 

 

 

86,552

 

Selling, general and administrative expenses

 

24,279

 

 

 

23,588

 

 

 

48,357

 

 

 

47,532

 

Total operating expenses

 

76,774

 

 

 

68,178

 

 

 

149,649

 

 

 

134,084

 

 

 

 

 

 

 

 

 

Income from operations

 

31,793

 

 

 

30,349

 

 

 

62,928

 

 

 

59,759

 

 

 

 

 

 

 

 

 

Total other income (expense), net

 

2,062

 

 

 

3,331

 

 

 

(12,836

)

 

 

(16,605

)

Income before income taxes

 

33,855

 

 

 

33,680

 

 

 

50,092

 

 

 

43,154

 

Income tax (expense) benefit

 

(258

)

 

 

(970

)

 

 

578

 

 

 

293

 

Net income

$

33,597

 

 

$

32,710

 

 

$

50,670

 

 

$

43,447

 

 

 

 

 

 

 

 

 

Net income attributable to redeemable non-controlling interests

$

22,498

 

 

$

26,973

 

 

$

33,629

 

 

$

35,347

 

Net income attributable to CompoSecure, Inc.

$

11,099

 

 

$

5,737

 

 

$

17,041

 

 

$

8,100

 

 

 

 

 

 

 

 

 

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

$

0.44

 

 

$

0.31

 

 

$

0.74

 

 

$

0.45

 

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

$

0.32

 

 

$

0.29

 

 

$

0.49

 

 

$

0.41

 

 

 

 

 

 

 

 

 

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

 

25,438

 

 

 

18,537

 

 

 

23,003

 

 

 

18,087

 

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

 

96,641

 

 

 

35,528

 

 

 

96,438

 

 

 

35,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

 

 

Six months ended June 30,

 

 

2024

 

 

 

2023

 

 

 

 

 

Cash flows from operating activities:

 

 

 

Net income

$

50,670

 

 

$

43,447

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

Depreciation and amortization

 

4,601

 

 

 

4,171

 

Stock-based compensation expense

 

9,635

 

 

 

8,415

 

Amortization of deferred finance costs

 

669

 

 

 

700

 

Change in fair value of earnout consideration liability

 

(470

)

 

 

(4,221

)

Revaluation of warrant liability

 

1,793

 

 

 

7,968

 

Change in fair value of derivative liability

 

119

 

 

 

513

 

Deferred tax (benefit)

 

(2,922

)

 

 

(1,770

)

Changes in assets and liabilities

 

 

 

Accounts receivable

 

840

 

 

 

738

 

Inventories

 

(4,974

)

 

 

(6,515

)

Prepaid expenses and other assets

 

1,205

 

 

 

(272

)

Accounts payable

 

4,238

 

 

 

(492

)

Accrued expenses

 

197

 

 

 

612

 

Other liabilities

 

399

 

 

 

(313

)

Net cash provided by operating activities

 

66,000

 

 

 

52,981

 

 

 

 

 

Cash flows from investing activities:

 

 

 

Purchase of property and equipment

 

(3,129

)

 

 

(5,697

)

Capitalized software expenditures

 

(398

)

 

 

 

Net cash used in investing activities

 

(3,527

)

 

 

(5,697

)

 

 

 

 

Cash flows from financing activities:

 

 

 

Proceeds from employee stock purchase plan and exercises of equity awards

 

221

 

 

 

389

 

Payments for taxes related to net share settlement of equity awards

 

(8,482

)

 

 

(2,483

)

Payment of tax receivable agreement liability

 

 

 

 

(2,193

)

Payment of term loan

 

(9,375

)

 

 

(5,017

)

Tax distributions to non-controlling members

 

(26,167

)

 

 

(29,008

)

Special distribution to non-controlling members

 

(15,573

)

 

 

 

Dividend to Class A shareholders

 

(8,922

)

 

 

 

Net cash used in financing activities

 

(68,298

)

 

 

(38,312

)

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(5,825

)

 

 

8,972

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

41,216

 

 

 

13,642

 

 

 

 

 

Cash and cash equivalents, end of period

$

35,391

 

 

$

22,614

 

 

 

 

 

Supplementary disclosure of cash flow information:

 

 

 

Cash paid for interest expense

$

12,890

 

 

$

13,626

 

Supplemental disclosure of non-cash financing activities:

 

 

 

Derivative asset - interest rate swap

$

(143

)

 

$

(373

)

 

 

 

 

 

 

 

 


Non-GAAP Adjusted EBITDA Reconciliation
(in thousands)
(unaudited)

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

(in thousands)

Net income

$

33,597

 

 

$

32,710

 

 

$

50,670

 

 

$

43,447

 

Add:

 

 

 

 

 

 

 

Depreciation and amortization

 

2,380

 

 

 

2,131

 

 

 

4,601

 

 

 

4,171

 

Interest expense, net (1)

 

5,648

 

 

 

5,849

 

 

 

11,394

 

 

 

12,345

 

Income tax expense (benefit)

 

258

 

 

 

970

 

 

 

(578

)

 

 

(293

)

EBITDA

$

41,883

 

 

$

41,660

 

 

$

66,087

 

 

$

59,670

 

Stock-based compensation expense

 

5,238

 

 

 

4,393

 

 

 

9,635

 

 

 

8,415

 

Mark-to-market adjustments, net (2)

 

(7,710

)

 

 

(9,180

)

 

 

1,442

 

 

 

4,260

 

Secondary offering transaction costs

 

586

 

 

 

 

 

 

586

 

 

 

 

Adjusted EBITDA

$

39,997

 

 

$

36,873

 

 

$

77,750

 

 

$

72,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes amortization of deferred financing cost for the three and six months ended June 30, 2024 and 2023, respectively.
(2) Includes the changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the three and six months ended June 30, 2024 and 2023, respectively.

Non-GAAP Adjusted EPS Reconciliation
(in thousands)
(unaudited)

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

(in thousands) except per share amounts

Basic and Diluted:

 

 

 

 

 

 

 

Net Income

$

33,597

 

 

$

32,710

 

 

$

50,670

 

 

$

43,447

 

Add (less): provision (benefit) for income taxes

 

258

 

 

 

970

 

 

 

(578

)

 

 

(293

)

Income before income taxes

 

33,855

 

 

 

33,680

 

 

 

50,092

 

 

 

43,154

 

Income tax expense (1)

 

(6,982

)

 

 

(6,190

)

 

 

(13,387

)

 

 

(11,771

)

Adjusted net income before adjustments

 

26,873

 

 

 

27,490

 

 

 

36,705

 

 

 

31,383

 

(Less) add: mark-to-market adjustments (2)

 

(7,532

)

 

 

(8,985

)

 

 

1,323

 

 

 

3,747

 

Add: Secondary offering transaction costs

$

586

 

 

 

 

 

 

586

 

 

 

 

Add: stock-based compensation

 

5,238

 

 

 

4,393

 

 

 

9,635

 

 

 

8,415

 

Adjusted net income

$

25,165

 

 

$

22,898

 

 

$

48,249

 

 

$

43,545

 

Common shares outstanding used in computing net income per share, basic:

 

 

 

 

 

 

 

Class A and Class B common shares (3)

 

81,151

 

 

 

78,496

 

 

 

80,838

 

 

 

78,046

 

Common shares outstanding used in computing net income per share, diluted:

 

 

 

 

 

 

 

Warrants (Public and Private) (4)

 

8,094

 

 

 

8,094

 

 

 

8,094

 

 

 

8,094

 

Equity awards

 

2,490

 

 

 

3,991

 

 

 

2,600

 

 

 

4,068

 

Total Shares outstanding used in computing net income per share - diluted

 

91,735

 

 

 

90,581

 

 

 

91,532

 

 

 

90,208

 

 

 

 

 

 

 

 

 

Adjusted net income per share - basic

$

0.31

 

 

$

0.29

 

 

$

0.60

 

 

$

0.56

 

Adjusted net income per share - diluted

$

0.27

 

 

$

0.25

 

 

$

0.53

 

 

$

0.48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1) Calculated using the Company's blended tax rate.
2) Includes the changes in fair value of warrant liability and earnout consideration liability.
3) Assumes both Class A shares and Class B shares participate in earnings and are outstanding at the end of the period.
4) Assumes treasury stock method, valuation at assumed fair market value of $18.00.
5) The Company did not include the effect of Exchangeable Notes in its total shares outstanding used in diluted adjusted net income per share.


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