Good day, and thank you for standing by. Welcome to CompoSecure Third Quarter 2024 Earnings Conference Call. Operator provided instructions. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Steve Feder, General Counsel. Please go ahead.

Good morning. Thank you for joining us to review CompoSecure's Third Quarter 2024 financial results. With me on the call is Dave Cote, Executive Chairman of CompoSecure; Jon Wilk, Chief Executive Officer; and Tim Fitzsimmons, Chief Financial Officer. They will begin with prepared remarks, and then we will open the call for Q&A. During this call, we will make statements related to our business that may be considered forward-looking, including statements concerning our plans to execute on our growth strategy and our ability to maintain existing and acquire new customers, as well as other statements regarding our plans and prospects. Forward-looking statements may often be identified with words such as we expect, we anticipate or upcoming. These statements reflect our views only as of today and should not be considered our views as of any subsequent date. We undertake no obligation to update or revise these forward-looking statements. Forward-looking statements are not promises or guarantees of future performance and are subject to a variety of risks and uncertainties that could cause actual results to differ materially from our expectations. For a discussion of material risks and other important factors that could affect our actual results, please refer to the information in our annual report on Form 10-K and other reports filed with the SEC available on our Investor Relations section of our website and the SEC's website at sec.gov. Please note that the discussion on today's call may include certain non-GAAP financial measures, including adjusted EBITDA, adjusted net income, adjusted EPS and free cash flow. The company believes these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends impacting the company's financial condition and results of operations. These non-GAAP financial measures should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation of GAAP to non-GAAP is available in our press release and earnings presentation available on the Investor Relations section of our website. Thank you. And with that said, let me turn the call over to Executive Chairman, Dave Cote.

Well, it's nice to address you for the first time as Executive Chairman of CompoSecure. We were attracted to the business because it hit the six hot buttons that we use to evaluate acquisitions at Honeywell: great position, good industry, technology differentiation, organic sales growth, inorganic sales growth and margin expansion. We do see good long-term opportunity. That being said, there's work we have to do to create a high-performance culture, build our operating capability and reinvigorate organic sales growth. That work will require additional expenses. You can see it reflected in our fourth quarter estimate, where we're okay on sales and lowering our adjusted EBITDA range based on a combination of performance and expenses incurred to position for the future. In our early look at 2025, it appears sales growth could be lower than it was in 2024 and EBITDA growth about the same as this year, reflecting again a combination of performance and investment for the future. Naturally, we expect all the actions and investments to show results, but it does take time. It's the right thing to do as we establish a high-performing culture that delivers for our customers, investors and employees. So with that, I'll turn it over to Jon Wilk.

Thanks, Dave, and thank you for joining us for our third quarter conference call. Before discussing our results, I want to take a moment and reflect on Dave's comments of where we are as a company. First, as we've previously talked about, the Resolute transaction was important as it simplified our dual-class share structure, eliminated tax distributions and is expected to deliver approximately $20 million more in free cash flow annually. Second, we are very pleased to have Dave Cote as our Executive Chairman and add several highly experienced leaders to our Board. Finally, this is an exciting time for the company and we are committed to building a culture centered on high performance, driving efficiency through the CompoSecure Operating System, reinvigorating the organic growth and diversifying the business and customer base through accretive M&A. We are incredibly well aligned around these priorities, and look forward to working with Dave and the expanded Board to drive our continued success. Now on to the quarterly results. We delivered double-digit growth in net sales and adjusted EBITDA for the third quarter, driven by strong international performance, consistent sales execution and continued demand for our innovative payment cards. We had numerous high-profile customer card programs launched during the quarter, which I'll highlight in a few slides. And I'm also excited to share that we recently signed a two-year contract extension with one of our larger customers, Capital One. We believe that securing this contract extension continues to demonstrate the trust our customers place in our ability to deliver consistent differentiated products at scale. Net investment from Arculus, which includes revenue less direct expense, continues to trend favorably. Year-to-date, total net investment was $6.5 million versus $11 million during the same period last year and remains on track to turn positive in 2025. As mentioned in our press release earlier today, we've revised our 2024 outlook. Net sales guidance is now expected to range between $418 million and $424 million, and adjusted EBITDA guidance is now expected to range between $148 million and $151 million to reflect the investments for future growth that Dave spoke about. Now turning to Slide 4. I always like to share our company objectives as we progress throughout the year. We remain on track and have achieved several important milestones this year, including bringing key innovations to the market, such as the Mirror Card; completing a significant debt refinancing; enhancing our Board of Directors; and earning nine industry awards, including Best Security Initiative for Arculus and Best Payment Solution by a vendor for the Echo Mirror Card. Turning to Slide 5. You can see a few of the examples of exciting customer card programs that are launching this quarter: US Bank Smartly, Goldman Sachs Debit; IDFC in India, HSBC in Singapore as well as a few others. Looking at industry trends on Slide 6. Over the past three quarters, our customers have experienced sustained growth in purchase volumes and new customer acquisitions. This momentum is fueled by several factors, including a robust product refresh strategy, and ongoing investments in marketing and business developments. For example, Amex spotlighted their Amex Gold Card program in their Q3 earnings. This program has become a top premium choice among millennial and Gen Z customers, and features the limited edition white gold metal card that we mentioned last quarter. On Slide 7, you can see consistent messaging about the ongoing strength of both consumers and the economy reflected in the latest earnings announcements from our customers and partners. Consumer spending remains robust, particularly in experience-based categories like travel and dining, areas ideally suited for premium cards. For those who may be newer to CompoSecure, I wanted to provide some general insight on payment cards and why they drive value. From a cardholder standpoint, they provide a sense of quality, exclusivity and a tactile experience that customers highly prefer. That appeal has expanded over the last 10 years. It was first driven in the high-net-worth private bank market, but has significantly expanded to the mass affluent, now Gen Z and millennials. From an issuer perspective, metal cards offer a strong ROI by attracting new customers, encouraging increased card use and top-of-wallet spend, all at a relatively low cost compared to other rewards expense in card programs. On Slide 9, when we look at differentiated capabilities, we believe CompoSecure is unique in this market. We developed this market from scratch over 20 years ago and have more than 20 years of experience in doing this. Intellectual property, including over 60 issued patents and another 35 pending. And we can scale to support our customer needs. Last year, we produced over 31 million metal cards alone. We believe there's simply no other company that can provide the combination of innovation and high-quality products at the scale that we can offer. Which takes me to our Arculus platform on Slide 10. We can add Arculus technology to any payment card to provide enhanced security for both fiat and digital assets. Arculus Authenticate can be used for login and step-up authentication to help reduce fraud and protect assets, and Arculus Cold Storage can be used to securely store and use digital assets. With that, I'll turn it over to Tim for more information on our financial performance.

Thank you, Jon, and good morning, everyone. I'll provide a more detailed overview of our Q3 2024 financial performance, and then turn it back to Jon before we open the call for questions. Unless stated otherwise, all comparisons and variance commentary are on a year-over-year basis. In Q3, net sales increased by 11% to $107.1 million compared to $96.9 million. As Jon mentioned, the increase was primarily driven by our strong international growth, which more than doubled compared to the prior year, as we continue to see momentum from new products. We also had a solid domestic quarter, even though it was down compared to the year ago period. We expect domestic growth to rebound in the fourth quarter. As mentioned, international sales performed well this quarter, up 13% or $6 million from the prior year. Gross profit for Q3 was up 13% to $26 million compared to $22 million from the prior year, with gross margins of 52% compared to 51% in the prior year. The increase in gross margin was mainly due to favorable product mix and improved product efficiency. Adjusted EBITDA in Q3 increased by 13% to $40 million compared to $35.5 million in the prior year, with an adjusted EBITDA margin of 37.3% compared to 36.7% in the third quarter of 2023. The 69 basis point increase reflects the operating leverage inherent in our business as we drive improved efficiencies and cost management. Adjusted net income, which excludes the impact of noncash fair value adjustments to the warrants, earnout, revaluations and stock compensation, was up 18% in Q3 to $26 million. As detailed in our press release today, we reported a GAAP net loss for the quarter, driven entirely by the significant improvement to our stock price during the quarter, which led to a change in the fair value of the warrant liability, earnout consideration liability and derivative liability. These noncash value adjustments offset net income by $108 million this quarter compared to a $6 million noncash benefit in the year ago period. Our adjusted diluted EPS was $0.27 per diluted share and $0.24 per diluted share in the prior year. We always like to provide you with the year-to-date results in addition to the quarter. On Slide 14 and 15, you can see our year-to-date financial results, which reflect our continued growth on the top and bottom line. On that note, and as Jon mentioned earlier, we've revised our 2024 guidance. We now expect net sales guidance to range between $418 million to $424 million, adjusted EBITDA guidance to range between $148 million and $151 million. For Q4, the implied adjusted range is $30 million to $33 million, reflecting the investment to build out our M&A capabilities. Separately, Q4 will include one-time nonrecurring professional expenses of between $4 million to $6 million, excluded from the adjusted EBITDA ranges that I just provided. Turning to the balance sheet. As of September 30, 2024, we had $52.7 million of cash and cash equivalents and total debt of $330 million. This includes $200 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 $23.8 million and total debt of $345 million at September 30, 2023. Looking at our leverage ratios, we provide both our overall debt leverage ratio and our bank agreement secured debt leverage ratio as our bank agreement is calculated with slight differences. CompoSecure secured debt leverage ratio was 1.25x at September 30, 2024, compared to 1.39x at December 31, 2023 and 1.48x at September 30, 2023. At September 30, 2024, we had a bank agreement senior secured debt leverage ratio of 1.06 based on a total adjusted senior secured debt of $170 million and trailing 12-month bank adjusted EBITDA of $160 million. This compares to 1.39x at December 31, 2023. We'd like to mention that as a result of our recent refinancing of our credit facility, we're able to reduce our senior secured indebtedness by cash on hand up to $30 million in this calculation. Now turning to our cash flow statement on Slide 18. You can see that the net cash provided by our operating activities year-to-date was $94 million, up 21% versus the comparable period last year. I also want to take a moment to reiterate the impact of the Resolute Holdings transaction completed on September 17. As a reminder, the selling shareholders exchanged all of their Class B units for Class A shares, and Resolute acquired 49.3 million Class A shares, representing approximately 60% of CompoSecure's outstanding shares. Therefore, tax distributions to the former unitholders of our subsidiary, LLC, will no longer take place. We will pay taxes at the C corp going forward with the anticipation of approximately $20 million of additional free cash flow per year. At September 30, 2024, CompoSecure had 82.7 million shares outstanding, all of which were Class A shares, with the increase resulting from the Resolute Holdings transaction. I'll now turn it back to Jon to provide closing remarks.

Thank you, Tim. As we are two months from closing out the year, I want to take the opportunity to provide some early thoughts on 2025. You can see on Page 19, some headwinds and tailwinds. As our market expands, we continue to monitor closely increased competition as well as the use of digital wallets. In addition, we, as many companies, continue to face rising labor costs and competition for top talent, in addition to some global uncertainty that still looms for 2025. When we look at the tailwinds, heading into 2025, we've got strong long-term contracts, solid backlog and confidence in the metal card market supported by positive customer sentiment. With a growing focus on fraud reduction, we see opportunities to make an impact with Arculus Authenticate, and we plan to continue our commitment to innovation with a robust pipeline. We also anticipate greater supply chain stability, enabling more consistent material costs, and expect strong cash flow to support business diversification and growth through accretive M&A activity. I want to conclude by highlighting a few key points we covered today. We delivered strong results with growth on both the top and bottom line, driven by international performance and consistent sales execution, and we signed a two-year contract extension with one of our larger customers. Our customers are reporting sustained growth and commitment to ongoing marketing investment for premium card programs, which reaffirms our belief in a strong growing market for metal credit cards. Arculus' net investment continues to trend favorably, and we remain on track for Arculus to turn profitable in 2025. With the addition of Dave Cote as our Executive Chairman and new prominent leaders on the Board, we are well equipped to continue driving organic growth, maximizing operating efficiencies in the business and pursuing new strategic growth opportunities through M&A. With that, I'd like to open up the call for Q&A.

Operator provided instructions. Our first question comes from the line of John Todaro from Needham & Co.

Congrats on all the progress that we've seen over the last quarter. I guess, first, if I could get into, one, can you just give us a little bit better sense on M&A, whether that would be focused on the supplier side to grow margin? Or are we talking more different revenue opportunities with different business segments? And then second, I would love to get David's view on digital authentication, Arculus and where you kind of see that business long term and any kind of strategy there?

Thanks, John. I'll take the first one first. So when we think about M&A, right, we've talked about looking really up and down the value chain. Think about things that we close in, to things that we do today, to things adjacent to what we do today or things that Compo's expertise would sort of be well aligned to, and/or things that fall into Dave's wheelhouse and his experience set. So we are looking sort of up and down the value chain, but it's still early for us in terms of talking more specifically than that. And with that, I'll let Dave answer around Arculus Authenticate and that technology in general.

When it comes to Arculus, I'd say for a technology neophyte like me, it takes a little bit of work in the beginning to try to understand what exactly it is doing. But once you do, it's actually pretty impressive. So the technology is there. We spent a lot of money to develop it. I like what it looks like. The thing that we need to do a better job with is the go-to-market and having customers internalize what's there and how they can use it to save money themselves just preventing fraud. So that's part of the thing that we have to solve here, is how do we do that. But I like the technology.

Our next question comes from the line of Cassie Chan from Bank of America.

I wanted to ask about the implied fourth quarter guide you provided. Can you give a bit more color on it? It clearly implies a significant deceleration versus the third quarter relative to the 11% revenue growth. What are your expectations for international versus domestic? International saw strong growth — do you expect that to carry into the fourth quarter? I also have a follow-up on free cash flow.

Thanks, Cassie. So when we step back and look at the year, right, we had guided at the start of the year, $408 million to $428 million. Our updated guide is for $418 million to $424 million. Just reflective of where we think we finished the year. Fourth quarter for us, as you look at last year, you see some down relative to Q3 and that's not abnormal for us. So finishing up, we think, overall, above the midpoint of where we guided for the year. And on the international side, yes, we definitely saw a strong third quarter. What I've said is international will just be lumpier than the domestic business. And think about international for the year, right, at approximately 20%. Think of that range, 17% to 23%, given where we started the year. I've said last quarter, think of it on the perhaps the lower end of that range. So a nice recovery in terms of international performance in Q2, Q3, but we'll always see some volatility in that number.

Okay. That's helpful. And then I guess just on free cash flow. Just anything about what's driving that? And then obviously the Resolute investment helped unlock another $20 million. I guess what free cash flow growth could look like going forward? And the future as well, what levers you have there?

So Cassie, we haven't given a forward free cash flow forecast. What we've given is the increase that we believe we'll see because of the Resolute transaction. And I think we talked last time about the levers that drive it with the reduced tax distributions, increased actual cash tax payments with the tax receivable agreement. The net of those three being an increase of, we believe, $20 million a year annually in free cash flow that we can use to reinvest back in the business.

Our next question comes from the line of Jacob Stephan from Lake Street Capital Markets.

Congrats on all the progress you guys have made in the last quarter here as well. Just kind of wanted to ask on Arculus a little bit. Obviously, some positive commentary, on track to turn positive in '25. But over the last kind of week or so here, we've seen some announcements on Capital One Visa kind of fraud prevention. How does Arculus currently stack up? And is there anything that you guys can do to differentiate yourself there in this environment?

Yes. As we understand the Visa solution, it ties to the cardholder but not the individual. It doesn't solve the same fraud problems we see in the market in terms of being able to use two-factor authentication for step-up authentication for medium to high risk transactions. We do see other technologies out there. The benefit to Arculus is that it uses the FIDO standard, which we believe people are coalescing around, with large tech companies such as Microsoft, Apple, Google, Facebook and others leveraging that standard. Arculus applies it in a new and novel way by incorporating it into a payment card. Jacob, we believe we are the first and only ones doing that with a FIDO authentication token at this point. We share Dave's comments: I am really pleased with the technology we've built. I've said, and I will say again, we want to see more progress in the market. Looking at the conversations in our pipeline, we feel good about that.

Got it. That's helpful. And maybe just if I could kind of ask a broader strategy question. Dave, you've been at Compo for a little bit here now. What are you seeing internally in the business areas that you could overall improve efficiency today?

Well, that's kind of a comprehensive question for me because there's very little I ever look at in any company that I'm associated with that I don't think can be better, whether it's operations, sales, M&A. So I would point to everything, just like I did at Vertiv and just like I did at Honeywell. So you'll see us working on everything.

Okay.

Our next question comes from the line of Hal Goetsch from B. Riley Securities.

Can you just give a little more color on the cost in Q4, maybe ongoing for the M&A infrastructure. Can you just give us a little more detail on that? Like is it an entire team of people? Is it a permanent several million dollar increasing your fixed cost structure to implement your infrastructure? Give us some thoughts on that.

So Hal, we're making investments in building out M&A capability inside this company. And yes, that starts with there were a team of folks working with Dave and Tom Knott that actually identified CompoSecure as an opportunity and led to this transaction. We have brought those resources in-house to help drive that function for this company. Yes, those would be some of the ongoing expenses that we will see. We think it's a critical investment for the future that Dave talked about earlier. In addition, there are just some one-time costs closing out the transaction as we look to position ourselves for future M&A.

But for ongoing costs, would you say it's $2 million to $4 million a quarter? Give us your thoughts on that.

We haven't broken that estimate out yet, Hal, and there's more in that bucket. So please don't use that as your guide forward. No, that would not be the right number.

Our next question comes from the line of Reggie Smith from JPM.

I was disconnected and so you may have covered this already, David. But I'm curious, you mentioned the culture of excellence. And I heard the last question about kind of looking at everything and cleaning things up. But curious like how do you define that? And if you could, give us a road map of how cleaning that up or improving that looks? Does it require different operators? Or like how do you think about that and how long it would take to achieve that? And I got a follow-up question.

Thanks, Reggie. So when we look at that kind of work, Reggie, as an example, I will continue to refer to the CompoSecure Operating System. This is building on work that Dave and team did at Honeywell and have done at Vertiv as well. In terms of putting in far more systematic ways at looking at improving the efficiency and effectiveness of all of the processes that we've had here. So Reggie, if you think about it, right, we've grown from a company, when I started, we were about $90 million in revenue. This year, we're $400 million plus, right? As you think about the maturing of that company and the operational processes using these tools and frameworks to drive out that efficiency and effectiveness, we're literally sitting in a conference room as we speak with value stream maps up on the walls, looking at opportunities and how we can attack them. So we look to make improvements as we move through to '25 that will help margins and/or reinvest back in the business to fuel our growth. But we are incredibly serious about it from our side in embracing some of these concepts and tools.

It sounds like it. I appreciate that. And then there was a comment or phrase in the release where they talked about, what Dave mentioned, opportunities and challenges. And I noticed you guys included a slide in the presentation where you called out, I think, competition in metal cards and acknowledged digital wallets. I wasn't sure if those two concepts were at all linked, but maybe talk a little bit about the challenges that are affecting you guys.

Yes. So Reggie, we highlighted both headwinds and tailwinds, and this is something stylistically I think Dave has done historically at Honeywell, Vertiv and other places, and he likes, as we're ending a year and starting a new one, to help give a state-of-the-business and what's happening. We tried to outline both on that page. We have talked, I think almost every time, about some of the items on the right side in terms of tailwinds, including competition and competitors that are out there. We've been competing for the last four or five years with a number of the traditional card manufacturers and others, and it's something we continue to monitor closely as we have in past years. The work we're doing around the operating system puts us in a more competitive position over time. The digital wallet comment is one that, if people ask what keeps me up at night, it's something we're always watching, Reggie. But my conclusions about digital wallets haven't changed: cards are going to be around a long time based on what we've seen from consumers, much of that fueled by tap to pay and its capability at point of sale.

That makes sense. I agree, I think cards will be around for a while as well.

Thanks, Reggie.

Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.