UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2025
CompoSecure, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-39687 | 85-2749902 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
309 Pierce Street Somerset, New Jersey |
08873 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (908) 518-0500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading
Symbol(s) |
Name
of each exchange on which registered |
||
Class A Common Stock, $0.0001 par value | CMPO | Nasdaq Global Market | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock | CMPOW | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 | Results of Operation and Financial Condition |
On May 12, 2025, CompoSecure, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025, and provided an investor presentation to accompany the press release. Copies of the press release and the investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively.*
Item 7.01 | Regulation FD Disclosure |
The information included under Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.*
Item 9.01 | Exhibits |
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release of the Company, dated May 12, 2025 | |
99.2 | Investor Presentation, dated May 12, 2025 | |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
* The information in Items 2.02 and 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMPOSECURE, INC. | ||
Date: May 12, 2025 | By: | /s/ Timothy Fitzsimmons |
Timothy Fitzsimmons | ||
Chief Financial Officer |
Exhibit 99.1
CompoSecure Reports First Quarter 2025 Financial Results
· | Operating results in line with expectations |
· | Reiterating previously issued full-year 2025 guidance |
· | Completed spin-off of Resolute Holdings Management, Inc. (Nasdaq: RHLD) |
· | Accounting standards related to the spin-off require the Company to report results using equity method of accounting in accordance with U.S. GAAP |
· | Non-GAAP results are also included below and provide a clearer picture of the underlying financial performance of the operating business consistent with historical reporting |
SOMERSET, N.J., May 12, 2025 -- CompoSecure, Inc. (Nasdaq: CMPO), a leader in metal payment cards, security, and authentication solutions, today announced its financial and operating results for the first quarter ended March 31, 2025.
“We started the year with solid execution across our payment card and Arculus business,” said Jon Wilk, President and CEO of CompoSecure. “Demand has continued to strengthen throughout the second quarter, reflecting strong sales momentum, and we anticipate this sustained growth trajectory will carry through the remainder of the year. Our team remains focused on continuing to implement the CompoSecure Operating System (“COS”) throughout the business and we are beginning to see these ongoing efforts yield results.”
Mr. Wilk added, “We delivered record results for Arculus, generating another net positive contribution in Q1 as we are seeing metal card customers beginning to future-proof their offerings by bundling Arculus Authenticate with payment capabilities. As previously stated, we expect a net positive contribution for the full year as Arculus remains a powerful differentiator that sets CompoSecure apart in the digital asset and evolving Web3 payments landscape.”
Dave Cote, CompoSecure’s Executive Chairman, stated: “I am pleased with our first quarter results and with the team’s continued engagement implementing COS. Our metal cards enhance brand loyalty and deliver accelerated returns for our customers through superior acquisition, spending, and retention. As more issuers recognize the value our products deliver, we see significant opportunities for continued growth and are planting seeds through strategic investments to execute on the market opportunity we see while leveraging the COS to enhance efficiency and execution. Taken together, we are excited about the work at CompoSecure and believe the Company is well positioned for the remainder of 2025.”
Financial Results
As a result of the spin-off of Resolute Holdings Management, Inc. (“Resolute Holdings”) on February 28, 2025 and the execution of the management agreement with Resolute Holdings, CompoSecure is required to account for the operating results of its wholly owned operating subsidiary, CompoSecure Holdings L.L.C. (“CompoSecure Holdings”), under the equity method in accordance with U.S. GAAP, effective February 28, 2025.
The GAAP results presented below reflect the consolidated operating results of CompoSecure from January 1, 2025 to February 27, 2025 and the subsequent conversion to the equity method presentation from February 28, 2025 to March 31, 2025. For clarity of comparisons and to best reflect the financial results associated with the standalone payment card and Arculus business, the Company is also presenting the full first quarter on a historical consolidated basis under the “Non-GAAP Results” heading below.
1Q 2025 | 1Q 2024 | |||||||||||||||
Accounting Treatment | GAAP | Non-GAAP | GAAP | Non-GAAP | ||||||||||||
Net Sales ($ in millions) | $ | 59.8 | $ | 103.9 | (1) | $ | 104.0 | (1) | $ | 104.0 | (1) | |||||
Gross Profit ($ in millions) | $ | 28.70 | $ | 54.50 | (1) | $ | 55.20 | (1) | $ | 55.20 | (1) | |||||
Gross Margin (%) | 48.1 | 52.5 | (1) | 53.1 | (1) | 53.1 | (1) | |||||||||
Pro-Forma Adjusted EBITDA ($ in millions) | $ | 33.7 | (2) | $ | 34.5 | (2) | ||||||||||
EPS/Adjusted EPS – Diluted | $ | 0.07 | $ | 0.25 | $ | 0.17 | $ | 0.24 | ||||||||
Cash ($ in millions) | $ | 9.5 | $ | 71.7 | (1,3) | $ | 55.1 | (1,4) | $ | 55.1 | (1,4) | |||||
Total Debt ($ in millions) | $ | 195.0 | (3) | $ | 335.6 | (4) |
(1) Refers to a Consolidated Non-GAAP Measure. For 1Q24, Net Sales, Gross Profit, Gross Margin, and Cash are identical on a GAAP and Non-GAAP basis, because such measures have historically been shown on a consolidated basis; (2) Pro-Forma Adjusted EBITDA in the table includes (~$3.2mm) expense in both 1Q25 and 1Q24. This expense represents a full quarter of management fees due to Resolute Holdings. The adjustment was made to allow for comparability across periods. The actual payment to Resolute Holdings in 1Q25 was $1.1mm because the contract has been effective since February 28th spin-off. $0 were paid in 1Q24 because Resolute Holdings did not exist. Please see Statement of Operations on page 9 for full reconciliation. (3) As of March 31, 2025. (4) As of March 31, 2024.
GAAP Results: Q1 2025 Financial Highlights (vs. Q1 2024)
Important Note: These GAAP results reflect the consolidation of CompoSecure Holdings, L.L.C. through February 27, 2025, and the application of equity method accounting beginning February 28, 2025, following the completion of the Resolute Holdings Management, Inc. spin-off.
· | Net Sales: Net Sales in CompoSecure Inc., were $59.8 million from January 1, 2025 through February 27, 2025; and Net Sales of CompoSecure Holdings were $44.1 million from February 28, 2025 through March 31, 2025 (which is reflected in the Company’s financial statements as an equity method investment from February 28, 2025). |
· | Net Income: Net Income was $21.5 million compared to $17.1 million in the year-ago period. |
· | Earnings Per Share: EPS attributable to Class A common shareholders was $0.21(Basic) and $0.07(Diluted) compared to $0.20 (Basic) and $0.17 (Diluted) in the year-ago period. The increase was primarily driven by non-cash gains related to the revaluation of warrant and earnout liabilities. |
Non-GAAP Results: Q1 2025 Financial Highlights (vs. Q1 2024)
· | Consolidated Net Sales: Consolidated Net Sales were $103.9 million compared to $104.0 million in the year-ago period. |
· | Consolidated Gross Profit: Consolidated Gross Profit was $54.5 million or 52.5% of Net Sales, compared to $55.2 million or 53.1% in the year-ago period. The decrease in gross margin was primarily driven by product mix. |
· | Adjusted Net Income Adjusted Net Income increased 21% to $28.4 million compared to $23.3 million in the year-ago period. |
· | Adjusted Earnings Per Share: Adjusted Earnings Per Share was $0.28 (Basic) and $0.25 (Diluted) compared to $0.29 (Basic) and $0.24 (Diluted) in the year-ago period. |
· | Pro Forma Adjusted EBITDA: Pro Forma Adjusted EBITDA was $33.7 million compared to $34.5 million in the year-ago period, with the decrease primarily due to higher general and administrative expenses due to growth investments. |
Financial Condition
· | GAAP Financial Condition: At March 31, 2025, CompoSecure had $9.5 million of cash and cash equivalents. The Company's liquidity needs are expected to be met with funding from the operations of CompoSecure Holdings. | |
· | Non-GAAP Financial Condition: At March 31, 2025, CompoSecure had $71.7 million of cash and cash equivalents and $195.0 million of total debt, resulting in net debt of $180.7 million. This compares to cash and cash equivalents of $55.1 million and total debt of $335.6 million at March 31, 2024. CompoSecure’s bank agreement senior secured debt leverage ratio was 1.05x at March 31, 2025 compared to 1.34x at March 31, 2024. |
Additional Highlights
· | Vertical industry successes for Arculus include MetaMask (crypto payments), MoneyGram (cross-border payment services), and Circular (healthcare). |
2025 Financial Outlook
CompoSecure is reiterating its previously issued full year 2025 guidance, which calls for mid-single digit growth in both Consolidated Net Sales and Pro Forma Adjusted EBITDA with sales momentum building through the year. This guidance includes payment of the Resolute Holdings management fee in 2025 and 2024, on a pro forma basis.
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 session.
Date: Monday, May 12, 2025
Time: 5:00 p.m. Eastern time
Dial-in registration link: here
Live webcast registration link: here
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, 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. 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 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, including tariffs; the outcome of any legal proceedings that may be instituted against CompoSecure or others; future exchange and interest rates; changes in our accounting and/or financial presentation; 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 obligation 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
Due to the spin-off of Resolute Holdings Management, Inc. and the resulting shift to equity method accounting under GAAP beginning February 28, 2025, CompoSecure is presenting a broader set of non-GAAP measures, including an Adjusted Statement of Operations (Unaudited), an Adjusted Balance Sheet (Unaudited), Consolidated Net Sales, Consolidated Gross Profit, Consolidated Gross Margin, Consolidated Total Cash, Consolidated Net Debt and related measures, to provide investors with financial information that we believe allows for greater comparability with our historical financial presentation and better represents the underlying performance of the standalone business across reporting periods.
This press release also includes 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, Pro Forma Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, Consolidated Net Sales, Consolidated Gross Profit, Consolidated Gross Margin, Consolidated Total Cash, Consolidated Net Debt and related measures are useful to investors in evaluating CompoSecure’s financial performance. Specifically, we believe EBITDA, Adjusted EBITDA, and Pro Forma Adjusted EBITDA provide valuable insight into operational efficiency independent of capital structure and tax environment; Adjusted Net Income and Adjusted EPS offer investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items; and Consolidated Net Sales, Consolidated Gross Profit, Consolidated Gross Margin, Consolidated Total Cash, Consolidated Net Debt and related measures provide greater comparability with CompoSecure’s historical results, following the change in accounting presentation required as a result of the spin-off of Resolute Holdings. CompoSecure uses these non-GAAP 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 measure incentive compensation. 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.
EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, Consolidated Net Sales, Consolidated Gross Profit, Consolidated Gross Margin, Consolidated Total Cash, Consolidated Net Debt and related measures should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from these measures 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. These non-GAAP measures may be different from similarly titled non-GAAP measures used by other companies. Additionally, CompoSecure’s debt agreements contain covenants based on variations 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. Please refer to the tables below for the reconciliation of GAAP measures to these non-GAAP measures.
Due to the forward-looking nature of the financial guidance included above, the charges excluded from the non-GAAP financial measures, including with respect to depreciation, amortization, interest, and taxes that would be required to reconcile the non-GAAP financial measures to GAAP measures are inherently uncertain or difficult to predict, 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.
Corporate Contact
Anthony Piniella
Head of Communications, CompoSecure
(917) 208-7724
apiniella@composecure.com
Investor Relations Contact
Sean Mansouri, CFA
Elevate IR
(720) 330-2829
CMPO@elevate-ir.com
Non-GAAP Adjusted Balance Sheet
(unaudited)
$ Thousands
GAAP | Non GAAP | |||||||||||
March 31, 2025 | March 31, 2025 | December 31, 2024 | ||||||||||
ASSETS | ||||||||||||
CURRENT ASSETS | ||||||||||||
Cash and cash equivalents | $ | 9,506 | $ | 71,676 | $ | 77,461 | ||||||
Accounts Receivable | - | 54,188 | 47,449 | |||||||||
Inventories, net | - | 47,501 | 44,833 | |||||||||
Prepaid expenses and other current assets | 1,321 | 4,138 | 4,159 | |||||||||
Total current assets | 10,827 | 177,503 | 173,902 | |||||||||
Property and equipment, net and right of use asset | - | 31,045 | 28,852 | |||||||||
Deferred tax asset | 266,652 | 266,652 | 264,815 | |||||||||
Other assets | - | 5,953 | 6,349 | |||||||||
Equity method Investment | 14,844 | - | - | |||||||||
Total Assets | $ | 292,323 | $ | 481,153 | $ | 473,918 | ||||||
GAAP | Non GAAP | |||||||||||
March 31, 2025 | March 31, 2025 | December 31, 2024 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
CURRENT LIABILITIES | ||||||||||||
Accounts payable | $ | 4,025 | $ | 15,263 | $ | 11,544 | ||||||
Accrued expenses | 28,594 | 50,865 | 25,711 | |||||||||
Current portion of long-term debt | - | 12,500 | 11,250 | |||||||||
Other current liabilities | 14,474 | 16,513 | 27,817 | |||||||||
Total current liabilities | 47,093 | 95,141 | 76,322 | |||||||||
Long-term debt, net of deferred finance costs | - | 180,713 | 184,389 | |||||||||
Warrant liability | 84,003 | 84,003 | 104,231 | |||||||||
Lease liabilities, operating leases | - | 7,723 | 3,888 | |||||||||
Tax receivable agreement liability | 248,534 | 248,534 | 248,534 | |||||||||
Total liabilities | 379,630 | 616,114 | 617,364 | |||||||||
Shareholder's deficit | (87,307 | ) | (134,961 | ) | (143,446 | ) | ||||||
Total liabilities and shareholder's deficit | $ | 292,323 | $ | 481,153 | $ | 473,918 |
Source: Company financials
Note: Financial position has been derived from CompoSecure’s consolidated financial statements for the quarter ended March 31, 2025 and December 31, 2024, respectively (in thousands, expect per share amounts)
Consolidated Statement of Operations
(unaudited)
Three
Months Ended March 31, 2025 |
Three
Months Ended March 31, 2024 |
|||||||||||||||||||||
GAAP | Equity Method Adjustments | Non-GAAP | Non-GAAP | |||||||||||||||||||
A | B | C | D | |||||||||||||||||||
CompoSecure GAAP results |
Elimination of Equity Method Investment |
Addition of Holdings |
Adjusted
March 31, 2025 |
Q1
2024 As Reported |
||||||||||||||||||
Net sales | $ | 59,824 | $ | - | $ | 44,065 | $ | 103,889 | $ | 104,010 | ||||||||||||
Cost of sales | 31,075 | - | 18,266 | 49,341 | 48,797 | |||||||||||||||||
Gross profit | 28,749 | - | 25,799 | 54,548 | 55,213 | |||||||||||||||||
Operating expenses | ||||||||||||||||||||||
Selling, General and administrative | 22,705 | - | 10,077 | 32,782 | 24,077 | |||||||||||||||||
Income from operations | 6,044 | - | 15,722 | 21,766 | 31,136 | |||||||||||||||||
Other income (expense): | ||||||||||||||||||||||
Revaluation of warrant liability | 17,921 | - | - | 17,921 | (7,397 | ) | ||||||||||||||||
Revaluation of earnout conideration liability | 11,230 | - | - | 11,230 | (1,459 | ) | ||||||||||||||||
Change in fair value of derivative liability | - | - | - | - | (297 | ) | ||||||||||||||||
Interest expense | (1,688 | ) | - | (1,695 | ) | (3,383 | ) | (6,537 | ) | |||||||||||||
Interest income | 219 | - | 875 | 1,094 | 1,118 | |||||||||||||||||
Amortization of deferred financing costs | (74 | ) | - | (58 | ) | (132 | ) | (327 | ) | |||||||||||||
Total other income (expenses), net | $ | 27,608 | $ | - | $ | (878 | ) | $ | 26,730 | $ | (14,899 | ) | ||||||||||
Income before income taxes | 33,652 | - | 14,844 | 48,496 | 16,237 | |||||||||||||||||
Income tax (expense) benefit | $ | (27,004 | ) | $ | - | $ | - | (27,004 | ) | $ | 836 | |||||||||||
Earnings in CompoSecure Holdings L.L.C equity method investment | 14,844 | (14,844 | ) | - | - | - | ||||||||||||||||
Net income | $ | 21,492 | $ | (14,844 | ) | $ | 14,844 | $ | 21,492 | $ | 17,073 | |||||||||||
Add: | ||||||||||||||||||||||
Depreciation and amortization (3) | 2,273 | 2,221 | ||||||||||||||||||||
Income tax expense (benefit) | 27,004 | (836 | ) | |||||||||||||||||||
Interest expense, net (1)(3) | 2,421 | 5,746 | ||||||||||||||||||||
EBITDA | 53,190 | 24,204 | ||||||||||||||||||||
All Other changes | ||||||||||||||||||||||
Stock-based compensation | 5,720 | 4,397 | ||||||||||||||||||||
Mark to market adjustments (2) | (29,151 | ) | 9,153 | |||||||||||||||||||
E | Spin-Off cost | 5,019 | - | |||||||||||||||||||
All other changes | (18,412 | ) | 13,550 | |||||||||||||||||||
Historical Adjusted EBITDA | 34,778 | 37,754 | ||||||||||||||||||||
Add back actual Q1 25 Management fee for one month | 1,129 | |||||||||||||||||||||
F | Add back expenses incurred on behalf of Resolute Holdings prior to Spin -Off | 979 | ||||||||||||||||||||
Pro Forma full quarter Management Fee | (3,174 | ) | (3,235 | ) | ||||||||||||||||||
Pro Forma Adjusted EBITDA | 33,712 | 34,519 |
Source: Company financials
(1) Includes amortization of deferred financing cost and for the three months ended March 31, 2025 and 2024, respectively
(2) Includes the changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the three months ended March 31, 2025 and 2024, respectively
(3) The presented adjustments include amounts related to both the Company and its equity method investment in Holdings
Note: Operating results have been derived from CompoSecure’s consolidated financial statements for the three months ended March 31, 2025 and 2024.
Note: The GAAP results presented reflect the consolidated operating results of CompoSecure from January 1, 2025 to February 27, 2025 and the subsequent conversion to the equity method presentation from February 28, 2025 to March 31, 2025. For clarity of comparisons and to best reflect the financial results associated with the underlying payment card and authentication business, the Company is also presenting the full first quarter on a historical consolidated basis under the “Non-GAAP Results” heading.
A | GAAP results including two months of consolidated “Holdings” financials and one month under the equity method of accounting |
B | Elimination of equity method investment represents the removal of the net income that we recorded form the equity method investment in Holdings |
C | Addition of Holdings' one month of results as they would have been presented historically. |
D | Adjusted March 31, 2025 presents the statement of operations as the company had reported historically. |
E | Adjustments for one time spin-off related costs |
F | Pro Forma adjustments to show CompoSecure results on a go-forward basis assuming full management fees in both periods |
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months Ended March 31, | ||||||||
2025 | 2024 | |||||||
CASH FLOWS FROM OPERATING ACTIVITES: | ||||||||
Net (loss) income | $ | 21,492 | $ | 17,073 | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
Depreciation and amortization | 2,273 | 2,221 | ||||||
Stock-based compensation expense | 5,721 | 4,397 | ||||||
Amortization of deferred finance costs | 131 | 345 | ||||||
Non-cash operating lease expense | 615 | 584 | ||||||
Revaluation of earnout consideration liability | (11,230 | ) | 1,459 | |||||
Revaluation of warrant liability | (17,921 | ) | 7,397 | |||||
Change in fair value of derivative liability | - | 297 | ||||||
Deferred tax expense | (1,837 | ) | (1,867 | ) | ||||
Changes in assets and liabilities | ||||||||
Accounts receivable | (6,739 | ) | 5,378 | |||||
Inventories | (2,668 | ) | (2,657 | ) | ||||
Prepaid expenses and other assets | 21 | (119 | ) | |||||
Accounts payable | 3,719 | (446 | ) | |||||
Accrued expenses | 29,585 | 1,486 | ||||||
Lease liabilities | (578 | ) | (603 | ) | ||||
Other liabilities | (4,430 | ) | (1,194 | ) | ||||
Net cash provided by operating activities | 18,154 | 33,751 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | (576 | ) | (1,613 | ) | ||||
Capitalized software expenditures | (580 | ) | - | |||||
Net cash used in investing activities | (1,156 | ) | (1,613 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from warrants and exercise of options | 5,009 | 107 | ||||||
Payments for taxes related to net share settlement of equity awards | (15,284 | ) | (3,476 | ) | ||||
Payment due to Spin-Off | (10,008 | ) | - | |||||
Payment of term loan | (2,500 | ) | (4,688 | ) | ||||
Tax distributions to non-controlling members | - | (10,151 | ) | |||||
Net cash used in financing activities | (22,783 | ) | (18,208 | ) | ||||
Net increase (decrease) in cash and cash equivalents | (5,785 | ) | 13,930 | |||||
Cash and cash equivalents, beginning of period | 77,461 | 41,216 | ||||||
Cash and cash equivalents, end of period | $ | 71,676 | $ | 55,146 | ||||
Supplementary disclosure of cash flow information Cash paid for interest expense | $ | 3,299 | $ | 4,175 | ||||
Supplemental disclosure of non-cash financing activity: | ||||||||
Derivative asset - interest rate swap | $ | (753 | ) | $ | 452 |
Source: Company financials
Note: Operating results have been derived from CompoSecure's consolidated financial statements for the three months ended March 31, 2025 and 2024, respectively.
Q1 Earnings Per Share: Non-GAAP Reconciliation
Basic | ||||||||
Three Months Ended March 31, | ||||||||
(in thousands) | 2025 | 2024 | ||||||
Net income | $ | 21,492 | $ | 17,073 | ||||
Add(less): provision (benefit) for income taxes | 27,004 | (836 | ) | |||||
Income before Income taxes | 48,496 | 16,237 | ||||||
Add (Less): mark-to-market adjustments (1) | (29,151 | ) | 9,153 | |||||
Add: stock-based compensation | 5,720 | 4,397 | ||||||
Add: spin-off cost | 5,019 | - | ||||||
Adjusted net income before tax | 30,084 | 29,787 | ||||||
Income tax expense (2) | 1,672 | 6,470 | ||||||
Adjusted net income | 28,412 | 23,317 | ||||||
Common shares outstanding used in computing net income per share, basic: | ||||||||
Class A and Class B common shares (3) | 102,040 | 80,525 | ||||||
Adjusted net income per share - basic | $ | 0.28 | $ | 0.29 |
Diluted | ||||||||
Three Months Ended March 31, | ||||||||
(in thousands) | 2025 | 2024 | ||||||
Adjusted net income | $ | 28,412 | $ | 23,317 | ||||
Add: Interest on Exchangeable Notes net of tax | - | 1,781 | ||||||
Adjusted net income used in computing net income per share, diluted (5) | 28,412 | 25,098 | ||||||
Common shares outstanding used in computing earnings per share, diluted: | 102,040 | 80,525 | ||||||
Warrants (4) | 9,878 | 8,094 | ||||||
Exchangeable Notes (5) | - | 13,000 | ||||||
Equity awards | 3,533 | 2,710 | ||||||
Total Shares outstanding used in computing adjusted earnings per share-Diluted | 115,451 | 104,329 | ||||||
Adjusted net income per share - Diluted | $ | 0.25 | $ | 0.24 |
1) Includes the changes in fair value of warrant liability, make-whole provision of Exchangeable Notes and earnout consideration liability.
2) Reflects current and deferred income tax expenses. For the three months ended March 31, 2024 it was calculated using the Company's blended tax rate as if the Company did not have any non-controlling interest associated with its historical Up-C structure.
For the three months ended March 31, 2025, it was calculated by applying the Company's blended tax rate to the presented adjustments and including the Company's provision less tax associated with a taxable gain from the distribution of appreciated property related to the Spin-Off.
3) Assumes both Class A and Class B shares participate in earnings and are outstanding at the end of the period. There were no Class B shares outstanding as of March 31, 2025.
4) Assumes treasury stock method, valuation at assumed fair market value of $14.47.
5) The Exchangeable Notes were included through the application of the "if-converted" method. Interest related to the Exchangeable Notes, net of tax was excluded from net income. No Exchangeable Notes were outstanding during the three months ended March 31, 2025.
Exhibit 99.2
Q1 2025 Earnings Presentation May 12, 2025
Disclaimers 2 Forward Looking Statements This presentation 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 reasonab le, 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 “in ten ds” 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 th e d ate 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 ability of CompoSecure to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees ; t he possibility that CompoSecure may be adversely impacted by other global economic, business, competitive and/or other factors, including tariffs; the outcome of any legal proceedings that may be instituted ag ain st CompoSecure or others; future exchange and interest rates; changes in our accounting and/or financial presentation; 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 obligation 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. Non - GAAP Financial Measures This presentation includes certain non - GAAP financial measures that are not prepared in accordance with accounting principles ge nerally 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, Pro Forma Adjusted EBITDA, Adjuste d N et Income, Adjusted EPS, Consolidated Net Sales, Consolidated Gross Profit, C onsolidated Gross Margin, Consolidated Total Cash, Consolidated Net Debt and related measures are useful to investors in evaluating Compo Sec ure’s financial performance. Specifically, we believe EBITDA , Adjusted EBITDA , and Pro Forma Adjusted EBITDA provide valuable insight into operational efficiency independent of capital structure and tax environment; Adjusted Net Incom e a nd Adjusted EPS offer investors a clearer view of ongoing profitability by excluding non - recurring and non - operational items and Consolidated Net Sales, Consolidated Gross Profit , Consolidated Gross Margin, Consolidated Total Cash, Consolidated Net Debt and related measures provide greater comparability with CompoSecure’s historical results, following the change in accounting presentation re quired as a result of the spin - off of Resolute Holdings Management, Inc (the “Spin - Off”). Due to the Spin - Off of and the resulting shift to equity method accounting under GAAP beginning February 28, 2025, CompoSecure is presenting a broad er set of non - GAAP measures, including an Adjusted Statement of Operations (Unaudited), an Adjusted Balance Sheet (Unaudited), Consolidated Net Sales , and Consolidated Gross Profit , each on a consolidated basis, to provide investors with financial information that we believes allows for greater comparability with our historical financial reporting and better represents the underlying performance of the business across reporting periods. CompoSecure uses these non - GAAP measures intern ally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical pe rfo rmance and/or measure incentive compensation. 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 herein , the amounts included or excluded from the non - GAAP financial measures, including with respect to depreciation, amortization, interest, and taxes that would be r equired to reconcile the non - GAAP financial measures to GAAP measures are inherently uncertain or difficult to predict, so it is not feasible to prov ide 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 me asures is included. Additionally, CompoSecure’s debt agreements contain covenants based on variations 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. These non - GAAP measures should not be considered as measures of financial performance under U.S. GAAP, and the items included or excluded are significant components in understanding and assessing CompoSecure’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. T hey 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 Compo Secure’s liquidity. These non - GAAP measures 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 - GAA P measures. Industry and Market Information Statements in this presentation concerning our industry and the markets in which we operate, including our general expectatio ns and competitive position, business opportunity and market size, growth and share, are based on information from independent industry organizations and other third - party sources, data from our internal research and manage ment estimates. Management estimates are derived from publicly available information and the information and data referred to above and are based on assumptions and calculations made by us based upon our interpreta tio n of such information and data. The information and data referred to above are imprecise and may prove to be inaccurate because the information cannot always be verified with complete certainty due to the limitatio ns on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, please be aware that the data and statistical information in this prese nta tion may differ from information provided by our competitors or from information found in current or future studies conducted by market research institutes, consultancy firms or independent sources.
Executive Summary For FY 2025, CompoSecure reiterates mid - single digit growth in both Consolidated Net Sales and Pro Forma Adjusted EBITDA, with sales momentum building through the year and inclusive of the new Resolute Holdings management fee in 2025 and 2024 (on a pro forma basis) Pro Forma Adjusted EBITDA 2 of the business decreased slightly on a non - GAAP basis, in - line with expectations, due to higher G&A expenses reflecting strategic investments in organic growth and implementation of the CompoSecure Operating System to drive operational efficiencies Spun - off Resolute Holdings Management, Inc. (Nasdaq: RHLD) and entered into Management Agreement on February 28 th , driving requirement to report equity method 1 financial results going forward 1 New Equity Method Accounting, see explanation on page 13 - 14. 2 For reconciliation of non - GAAP measures to the most directly comparable measure prepared in accordance with GAAP, please see the Appendix. Consolidated Net Sales 2 of the business were flat vs.
Q1 2024 on a non - GAAP basis, in - line with expectations New and expanding high - profile customer card programs include Citibank, Robinhood, Karta, Koho, WealthSimple , and Scotia Bank 3 Delivered record results for Arculus, generating net positive contribution in Q1, with new vertical industry successes including MetaMask, MoneyGram, and Circular Relationship Between RHLD & CMPO and Non - GAAP Financial Summary 4 CompoSecure, Inc. (NASDAQ: CMPO) Resolute Holdings Management, Inc. (NASDAQ: RHLD) CompoSecure Holdings, L.L.C. (“Holdings”) 100% Ownership Quarterly Management Fee representing 2.5% LTM Adj. EBITDA – Stock Comp Expense CMPO is an operating business and RHLD is an asset management firm; Non - GAAP Financials show these economics Non - GAAP Financials Non - GAAP Financials Traditional Operating Results Minus: Management Fee Paid to RHLD Equals: Operating Earnings of CMPO Management Fee from CompoSecure Minus: Salaries and Operating Expenses Equals: Fee Related Earnings High Profile Customer Programs 5 Several new and expanding high profile metal payment card programs reflect CMPO’s market leadership with traditional banks and fintechs Citibank / American Airlines Robinhood Gold MetaMask Karta Koho WealthSimple Scotia Bank
Recent Favorable Trends across Payment Cards 1 American Express & JP Morgan Chase Earnings Presentations 2 American Express Earnings Presentations Year over Year Purchase Volume Growth 1 American Express New Card Acquisitions and Investment 2 6 CompoSecure’s largest customers reported ongoing purchase volume growth vs. prior year while American Express acquired 3.4mm new cards with robust customer acquisition investments 8% 7% 5% 5% 3% 5% 7% 5% 8% 9% 8% 9% 8% 7% 9% 7% Q2 '23 Q3 '23 Q4 '23 Q1 '24 Q2 '24 Q3 '24 Q4 '24 Q1 '25 American Express JP Morgan Chase 3.0 2.9 2.9 3.4 3.3 3.3 3.0 3.4 2.6 2.7 2.8 2.9 3.0 3.1 3.2 3.3 3.4 3.5 Q2 '23 Q3 '23 Q4 '23 Q1 '24 Q2 '24 Q3 '24 Q4 ' 24 Q1 '25 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 Cards Acquired (MM) Marketing & Business Development Spend ($B)
Arculus Capabilities Arculus Authenticate Arculus Cold Storage Hardware - bound PassKey authenticator • Secure login on any iPhone, Android phone, or platform enabled with FIDO2 technology • New device authentication (on - boarding new phone) • Customer support authentication to call center • Step - up authentication for high - risk transactions • Secure account and prevent hackers from gaining access to banking or social media app • White - labeled or co - branded solution sold through businesses for usage by their customer base • Generate, store, and secure keys for digital assets such as Bitcoin, Ethereum, Cardano, Solano, and many more • White - labeled or co - branded solution sold through businesses for usage by their customer base • Direct to consumer Capability Use Cases Example Distribution Channels Crypto and NFT hardware cold storage wallet • Advanced three - factor authentication (biometric, PIN, and tapping card) • Securely store, send, and receive digital assets via user - friendly mobile application • Secure element with NFC connectivity (no battery or charging required) 7 Arculus continues to resonate with customers looking to future - proof payments with secure authentication and digital asset solutions Q1 Operating Results – Summary 9 GAAP Q2 YTD ‘22 Three M onths E nded March 3 1 , 202 5 Three M onths E nded March 31 , 202 4 Net Sales $59.8mm $103.9mm 1 $ 104.0 mm 1 $ 104.0 mm 1 $33.7mm 2 $ 34.5mm 2 Pro Forma Adjusted EBITDA Non - GAAP GAAP Non - GAAP EPS / Adjusted EPS – Diluted $0.07 $0.25 $0.17 $0.
Financial Overview 8
24 Cash $9.5mm $71.7mm 1,3 $55.1mm 1,4 $55.1mm 1,4 Total Debt $195.0mm 3 $335.6mm 4 $54.5mm 1 $ 55.2 mm 1 $ 55.2 mm 1 Gross Profit $28.7mm 52.5% 1 53.1% 1 53.1% 1 Gross Margin % 48.1% The presentation of Non - GAAP financial results best reflect financial results associated with CompoSecure’s standalone business, and are consistent with the historical presentation of results from prior quarters (1) Refers to a Consolidated Non - GAAP Measure. For 1Q24, Net Sales, Gross Profit, Gross Margin, and Cash are identical on a GAAP and Non - GAAP basis, because such measures have historically been shown on a consolidated basis (2) Pro - Forma Adjusted EBITDA in the table i ncludes (~$3.2mm) expense in both 1Q25 and 1Q24. This expense represents a full quarter of management fees due to Resolute Holdings. The adjustment was made to allow for comparability across periods. The actual payment to Resolute Holdings in 1Q25 was $1.1mm because the contract has been effective since February 28th spin - off. $0 were pa id in 1Q24 because Resolute Holdings did not exist. Please see Statement of Operations on page 13 for full reconciliation.
(3) As of March 31, 2025 (4) As of March 31, 2024 Non - GAAP Highlights: Q1 202 5 Q2 YTD ‘22 Total Consolidated Net Sales Consolidated Gross Margin Consolidated International Net Sales ~Flat v s . prior year Down 58 bps vs. prior year Up $ 3.1 mm + 28 % vs . prior year $ Millions 10 Consolidated Domestic Net Sales Down $3.3mm - 4% vs. prior year First quarter results mostly flat to prior year $104.0 $103.9 Q1 2024 Q1 2025 $92.8 $89.5 Q1 2024 Q1 2025 $11.2 $14.4 Q1 2024 Q1 2025 53.1% 52.5% Q1 2024 Q1 2025 Note: These are non - GAAP measures . For a reconciliation to the most directly comparable measure prepared in accordance with GAAP, please see the Appendix.
Non - GAAP Highlights: Q1 202 5 Q2 YTD ‘22 Pro Forma Adjusted EBITDA Pro Forma Adjusted EBITDA Margin Adjusted Net Income Adjusted Diluted EPS Down $ 0.8 mm - 2 % vs . prior year Down 74 bps v s . prior year Up $ 5.1 mm +21 % vs . prior year Up $0.0 1 v s . prior year $ Millions 11 Adjusted EBITDA decrease driven by higher SG&A investment $34.5 $33.7 Q1 2024 Q1 2025 33.2% 32.4% Q1 2024 Q1 2025 $23.3 $28.4 Q1 2024 Q1 2025 $0.24 $0.25 Q1 2024 Q1 2025 Note: These are non - GAAP measures . For a reconciliation to the most directly comparable measure prepared in accordance with GAAP, please see the Appendix.
New Equity Method Accounting Presentation 12 CompoSecure was required to account for its 100% wholly - owned operating subsidiary, CompoSecure Holdings, L.L.C. ("Holdings") and its subsidiaries under the equity method of accounting. A summary of the change in accounting is described below: » Before February 28, 2025, results of our operating businesses were consolidated » Effective February 28, 2025, due to the spin - off of Resolute Holdings and the Management Agreement, the accounting changed to equity method. Thus, the results from February 28, 2025 onward of our operating businesses are not consolidated and are reported under equity method of accounting » For clarity of comparisons, we are also providing non - GAAP data to show comparable consolidated operating results, in line with the historical presentation of results from prior quarters » We refer to our operating businesses as “Holdings”. Our share of the earnings of Holdings is reported in our statements of operations. Our carrying value in the assets of Holdings is reported in our balance sheets The GAAP results presented reflect the consolidated operating results of CompoSecure from January 1, 2025 to February 27, 2025 and the subsequent conversion to the equity method presentation from February 28, 2025 to March 31, 2025. For clarity of comparisons and to best reflect the financial results associated with the underlying payment card and authentication business , the Company is also presenting the full first quarter on a historical consolidated basis under the “Non - GAAP Results” heading.
Statement of Operations (Unaudited) GAAP to Non - GAAP Operating Results Source: Company financials (1) Includes amortization of deferred financing cost and for the three months ended March 31, 2025 and 2024, respectively (2) Includes the changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the t hre e months ended March 31, 2025 and 2024, respectively (3) The presented adjustments include amounts related to both the Company and its equity method investment in Holdings Note: Operating results have been derived from CompoSecure’s consolidated financial statements for the three months ended March 31, 2025 and 2024 . Note: The GAAP results presented reflect the consolidated operating results of CompoSecure from January 1, 2025 to February 27, 202 5 a nd the subsequent conversion to the equity method presentation from February 28, 2025 to March 31, 2025. For clarity of compa ris ons and to best reflect the financial results associated with the underlying payment card and authentication business, the Company is also presenting the full first quarter on a historical co nso lidated basis under the “Non - GAAP Results” heading. 13 GAAP results including two months of consolidated “Holdings” financials and one month under the equity method of accounting Elimination of equity method investment represents the removal of the net income that we recorded from the equity method investment in Holdings Addition of Holdings’ one month of results as they would have been presented historically Adjusted March 31, 2025 presents the statement of operations as the company had reported historically. Adjustments for one time spin - off related costs Pro Forma adjustments to show CompoSecure results on a go - forward basis assuming full management fees in both periods A B C D A B C D E E F F Non - GAAP GAAP Equity Method Adjustments Non - GAAP Three M onths E nded March 3 1 , 202 5 Three M onths E nded March 31 , 202 4 Column D shows the comparable financial results for CompoSecure as reported historically CompoSecure GAAP results Elimination of Equity Method Investment Addition of Holdings Adjusted March 31, 2025 Q1 2024 As Reported Net sales 59,824$ -$ 44,065$ 103,889$ 104,010$ Cost of sales 31,075 - 18,266 49,341 48,797 Gross profit 28,749 - 25,799 54,548 55,213 Operating expenses Selling, General and administrative 22,705 - 10,077 32,782 24,077 Income from operations 6,044 - 15,722 21,766 31,136 Other income (expense): Revaluation of warrant liability 17,921 - - 17,921 (7,397) Revaluation of earnout conideration liability 11,230 - - 11,230 (1,459) Change in fair value of derivative liability - - - - (297) Interest expense (1,688) - (1,695) (3,383) (6,537) Interest income 219 - 875 1,094 1,118 Amortization of deferred financing costs (74) - (58) (132) (327) Total other income (expenses), net 27,608$ -$ (878)$ 26,730$ (14,899)$ Income before income taxes 33,652 - 14,844 48,496 16,237 Income tax (expense) benefit $ (27,004) $ - $ - (27,004) $ 836 Earnings in CompoSecure Holdings L.L.C equity method investment 14,844 (14,844) - - - Net income 21,492$ (14,844)$ 14,844$ 21,492$ 17,073$ Add: Depreciation and amortization (3) 2,273 2,221 Income tax expense (benefit) 27,004 (836) Interest expense, net (1)(3) 2,421 5,746 EBITDA 53,190 24,204 All Other changes Stock-based compensation 5,720 4,397 Mark-to-market adjustments (2) (29,151) 9,153 Spin-Off cost 5,019 - All other changes (18,412) 13,550 Historical Adjusted EBITDA 34,778 37,754 Add back actual Q1 25 Management fee for one month 1,129 Add back expenses incurred on behalf of Resolute Holdings prior to Spin -Off 979 Pro Forma full quarter Management Fee (3,174) (3,235) Pro Forma Adjusted EBITDA 33,712 34,519 Non - GAAP – Adjusted Balance Sheet (Unaudited) Source: Company financials Note: Financial position has been derived from CompoSecure’s consolidated financial statements for the quarter ended March 31, 2025 and December 31, 202 4 , respectively Note: This slide includes non - GAAP measures.
For a reconciliation to the most directly comparable measure prepared in accordanc e with GAAP, please see the Appendix 14 Finished the quarter with $ 72 mm in cash $ Thousands GAAP Non GAAP March 31, 2025 March 31, 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents 9,506$ 71,676$ 77,461$ Accounts Receivable - 54,188 47,449 Inventories, net - 47,501 44,833 Prepaid expenses and other current assets 1,321 4,138 4,159 Total current assets 10,827 177,503 173,902 Property and equipment, net and right of use asset - 31,045 28,852 Deferred tax asset 266,652 266,652 264,815 Other assets - 5,953 6,349 Equity method Investment 14,844 - - Total Assets 292,323$ 481,153$ 473,918$ Statement of Cash Flows (Unaudited) Source: Company financials Note: Cash flows have been derived from CompoSecure’s consolidated financial statements for the three months ended March 31, 2025 and 2024 respectively 15 Net cash from operating activities in Q1 ‘25 is $18 m m, impacted by one - time spin - off costs ($mm) Cash flows from operating activties 3/31/2025 3/31/2024 Net Income 21$ 17$ Depreciation and amortization 2 2 Stock based compensation 6 2 Amortization of deferred finance costs 0 0 Change in fair value (29) 9 Deferred tax change (2) (2) Changes in assets and liabilities 20 2 Net cash provided by operating activities 18$ 32$ Cash flows from investing activties Acquisition of property & equipment (1)$ (2)$ Capitalized software (1) - Net cash used investing activities (1)$ (2)$ Cash flows from financing activties Proceeds from stock purchases and option exercised 5$ 0$ Payments for taxes related to net settlement of equity awards (15) (3) Payments due to spinoff (10) - Payments of term loan (3) (5) Tax distributions to non-controlling interest (10) Net cash used in financing activities (23)$ (18)$ Net change in cash (6)$ 12$ Cash from beginning of the period 77 41 Cash and cash equivalents at the end of the period 72$ 53$ Three months ended 2025 Guidance Focused growth strategy – planted seeds to drive organic and inorganic growth with execution of CompoSecure Operating System (COS) Growing global political and economic tensions (including tariffs) Metal card competitors/digital wallets Arculus optionality – growth upside in mission - critical authentication and emerging digital assets Rising labor costs and competition for top talent A Position of Strength Challenges Remain Established market leadership – long - tenured and blue - chip customer base, best - in - class innovative products, and a robust balance sheet Favorable industry backdrop – strong and growing market for metal payment cards Inflationary concerns and softening consumer strength R eiterating previously issued full year 2025 guidance: • M id - single digit growth in both Net Sales and Adjusted EBITDA (non - GAAP financials) • S ales momentum to continue building through the year • Guidance includes payment of the Resolute Holdings management fee in 2025 2025 Guidance 16
2025 Company Objectives 17
Investor Relations Contact ir.composecure.com Sean Mansouri 720 - 330 - 2829 ir@composecure.com 18
Appendix 19
Statement of Operations (Unaudited) Source: Company financials Note: Operating results have been derived from CompoSecure’s consolidated financial statements for the three months ended March 31, 2025 and 202 4 20 2025 2024 $ Change % Change 2025 2024 $ Change % Change (in thousands) Net sales $ 59,824 $ 104,010 $ (44,186) -42.5% $ 103,889 $ 104,010 $ (121) -0.1% Cost of sales 31,075 48,797 17,722 -36.3% 49,342 48,797 (545) 1.1% Gross profit $ 28,749 $ 55,213 $ (26,464) -47.9% $ 54,547 $ 55,213 $ (666) -1.2% gross profit % 48.1% 53.1% 52.5% 53.1% Operating expenses: Selling, general and administrative expenses 22,705 24,077 (1,372) -5.7% 32,781 24,077 8,704 36.2% Income from operations $ 6,044 $ 31,136 $ (25,092) -80.6% $ 21,766 $ 31,136 $ (9,370) -30.1% Other income (expense), net 27,608 (14,899) 42,507 -285.3% 26,730 (14,899) 41,629 -279.4% Income before income taxes $ 33,652 $ 16,237 $ 17,415 107.3% $ 48,496 $ 16,237 $ 32,259 198.7% Income tax (expense) benefit (27,004) 836 (27,840) -3330.1% (27,004) 836 (27,840) -3330.1% Net income before earnings in equity method investment $ 6,648 $ 17,073 $ (10,425) -61.1% $ 21,492 $ 17,073 $ 4,419 25.9% Earnings in equity method investment 14,844 - - NA - - NA Net income $ 21,492 $ 17,073 $ 4,419 25.9% $ 21,492 $ 17,073 $ 4,419 25.9% Net income attributable to redeemable non- controlling interests - 13,048 (13,048) -100.0% - 13,048 (13,048) -100.0% Net income attributable to CompoSecure 21,492 4,025 17,467 434.0% 21,492 4,025 17,467 434.0% GAAP NON-GAAP Three Months Ended March 31, Three Months Ended March 31, Q1 Earnings per Share: Non - GAAP Reconciliation Basic Diluted Source: Company Financials 1) Includes the changes in fair value of warrant liability, make - whole provision of Exchangeable Notes and earnout consideration liability.
2) Reflects current and deferred income tax expenses. For the three months ended March 31, 2024 it was calculated using the C omp any's blended tax rate as if the Company did not have any non - controlling interest associated with its historical Up - C structure . For the three months ended March 31, 2025, it was calculated by applying the Company's blended tax rate to the presented adjustments and inclu ding the Company's provision less tax associated with a taxable gain from the distribution of appreciated property related to th e Spin - Off. 3) Assumes both Class A and Class B shares participate in earnings and are outstanding at the end of the period. There were n o C lass B shares outstanding as of March 31, 2025. 4) Assumes treasury stock method, valuation at assumed fair market value of $14.47 5) The Exchangeable Notes were included through the application of the "if - converted" method. Interest related to the Exchangeab le Notes, net of tax was excluded from net income. No Exchangeable notes were outstanding during the three months ended March 3 1, 2025. 21 2025 2024 (in thousands) Net income 21,492$ 17,073$ Add(less): provision (benefit) for income taxes 27,004 (836) Income before Income taxes 48,496 16,237 Add (Less): mark-to-market adjustments (1) (29,151) 9,153 Add: stock-based compensation 5,720 4,397 Add: spin-off cost 5,019 - Adjusted net income before tax 30,084 29,787 Income tax expense (2) 1,672 6,470 Adjusted net income 28,412 23,317 Common shares outstanding used in computing net income per share, basic: Class A and Class B common shares (3) 102,040 80,525 Adjusted net income per share - basic 0.28$ 0.29$ Three Months Ended March 31,