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spk04: that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Steve Seder, General Counsel and Corporate Secretary. Please go ahead.
spk07: Good evening, and thank you for joining us to review Composecure's fourth quarter and full year 2022 financial results.
spk08: With me on the call tonight is John Wilk, Composecure's 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 the 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 the actual results to differ materially from our expectations. For a discussion of material risk 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, which are available in the investor relations section of our website at compostsecure.com and on the SEC's website at sec.gov. Please note that the discussion on today's call includes certain non-GAAP financial measures, including adjusted EBITDA, adjusted net income, and adjusted EPS. 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 gap to non-gap measures is available in our press release and earnings presentation available in the investor relations section of our website. Thank you, and with that said, let me turn the call over to John to discuss fourth quarter and full year earnings.
spk12: Thank you, Steve. Good evening, everyone, and thank you for joining us for our fourth quarter and full year 2022 conference call. I'm excited to announce that we achieved a record growth and profitability in 2022, while closing out the year on a high note with strong results for the fourth quarter. This year, we shipped approximately 30 million metal cards, up 36% from 2021. And I want to recognize and thank all of our employees for their ongoing commitment to our success. Before I go into further financial details, I want to spend a few moments contextualizing this remarkable year for Compose Secure with 41% net sales growth and 33% adjusted EBITDA respectively. We've previously stated that we anticipate our business to grow on average at around a 15% CAGR. And I believe last year's outperformance was driven by our ability to capitalize on several fundamentals. First, metal payment cards have become an important tool to help our clients deliver on their goals of increasing customer acquisition and taking greater share of their customers' spend with the cards becoming top of wallet. Over the past eight years, the audience for metal cards has greatly expanded, beginning with high net worth individuals, moving to the mass affluent, and now becoming a highly sought-after product for millennial and Gen Z consumers. Second, we continue to demonstrate the value of our deep client relationships, best-in-class products, and strong sales execution. These factors combined with our capacity to deliver the scale and high quality required by our clients is simply unmatched. Lastly, following two years of COVID, there was pent-up demand for consumer spending, which provided a tailwind for our clients and thus our own business. It's worth noting that we see consumers around the world demanding branded experiences that support and amplify their own identity. Our financial and fintech clients are turning to Compose Secure to incorporate innovative form factors as a component of the unique value proposition they can deliver to their customers. Now onto our financial results on slide three. As a reminder, our original guidance for 2022 was $336 to $376 million in revenue and $100 to $110 million in EBITDA. We raised guidance in August and november with our last range being net sales of 370 to 380 million and adjusted ebitda of 130 to 137 million i'm pleased to share that we achieved the top end of both ranges during the year we achieved net sales of 378.5 million up 41 percent from 2021 firmly meeting our raised guidance last year. Demand remains strong for our premium metal cards, and we continue to see solid sales trends domestically, internationally, and with FinTech customers. We also saw a 33% increase in adjusted EBITDA to $136.2 million. Our outperformance on the top and bottom line in 2022 was exceptional, driven by continued product innovation, deep and expanding customer relationships, consistent execution, economies of scale, and managing our investments in Arculus. Looking at macro drivers, the outlook for the economy is uncertain in 2023, and that has been factored into our guidance for the year. That said, card issuance trends remain positive as we enter the year. Regardless of how the macro environment evolves in 2023, we are well equipped to adapt our playbook accordingly. As demonstrated by our performance in 2020, when faced with significant challenges due to COVID, and our adjustments to Arculus spend in 2022, given the challenges in the digital asset market, to deliver strong results for shareholders in both cases. Regarding Arculus, in 2022, we established critical foundational elements, including technology enhancements and brand recognition required for Arculus B2B security, authentication, and cold storage solutions. We emphatically believe in the product and continue to focus on B2B opportunities in authentication and cold storage to drive market adoption. I'll have more to discuss on Arculus later in the call. For the upcoming year, we're providing net sales guidance of 400 to 425 million, which is approximately a 12% increase from 2022 at the top end. For adjusted EBITDA, we're targeting a range between 145 to 155 million, which is approximately 14% growth at the top end. These targets reflect the expectation of continued sales execution and driving economies of scale in our metal card business, as well as a net investment in Arculus, which would be below our net Arculus investment in 2022. These expectations also consider some moderation of growth due to uncertainties in the macro environment. It's worth pointing out that our growth expectations for 2023 are on top of a revenue comp of 41% and an adjusted EBITDA comp of 33% in 2022. Moving on to slide four. Along with our record growth and profitability, we also shipped approximately 30 million cards through the year. We continue to deepen partnerships with our customers as reflected by the launch of multiple new metal card programs, such as Chase launching Disney's 100-Year Celebration Card and Marriott Bonvoy returning to the metal card format for their popular Bonvoy Travel Focus Reward Card. For Capital One, we had VentureX, where we continue to see strong momentum through co-branding with celebrities such as taylor swift and they had a commercial which aired during the super bowl and the rebranding of capital one spark travel elite to venture x business card highlighting a new design we also had some other exciting launches during the quarter we had porsche the german luxury and sports car manufacturer AKT is a financial institution operating in the British Indian Ocean territories that's offering a Visa metal card to support payment or essential services with crypto. And Cloudwalk or Infinite Bank, which is a Brazilian fintech offering a metal card as part of their smart loyalty reward program for shoppers and merchants, just as a few of the examples on the page. Turning to slide five, on the left-hand side, you'll see that our largest customers continue to report solid purchase volume growth. Although this growth has tempered over the past several quarters, it remains in the double digits and is well above 2020 levels. It's worth noting that these are year-over-year comps, so hitting double-digit growth against a 30% comp in Q4 remains very impressive from our standpoint. Overall, we continue to hear positive messages from our clients. Card issuers are finding that their fee-based products remain attractive for both new and existing consumers, and that travel and entertainment remain one of the strongest segments of consumer spend. Moving to the right-hand side of the slide, physical cards continue to represent a significantly higher percentage of online and in-store forms of payments, This trend reinforces our belief that payment cards will remain the primary transacting method for consumers. On slide six, you can see that American Express continued to report strong card acquisitions of 3 million new customers for the quarter and 12.5 million new card acquisitions for the year. In their recent Q4 earnings report, they stated that acquisitions of US consumer platinum and gold card members, as well as business platinum card members, all reached record highs for the year. Although Amex's Q4 new card acquisitions are lower than Q2 and Q3, they remain above 2020 and 2021 levels. We remain encouraged by the strong numbers. and American Express's continued commitment to invest in marketing and business development growth as they exceeded their $5 billion marketing and business development spend target for 2022. This is all publicly available information, and we update this chart every quarter to provide insight into our customers' guidance. On slide seven, you can see the positive macroeconomic sentiment expressed recently by a number of our large customers and partners, and the general view remains positive but cautious. On slide eight, I want to discuss some of our new and exciting product innovations and security enhancements. Our DNA has always been about innovation and growth. In 2022, we had some very unique offerings, such as an American Express Delta card made from a decommissioned 747 airplane. Going into 2023, it will be no different. Some of our recent advances include an LED card, which will illuminate the bank's logo when a contactless transaction is completed. We're currently in pilot with U.S. Bank. We also expect to be the first to manufacture the Luxe Glass Card, a transparent payment card made of Corning Gorilla Glass that has a metal bezel. We added the Echo Mirror Card to our portfolio, which is a durable buffed stainless steel card featuring a wide variety of customization options with a mirror-like finish. We are also introducing a biometric card which includes a fingerprint sensor to verify transactions at the point of sale terminal, eliminating the need to physically type in a PIN. This delivers both an improved experience and enhanced security at the point of a transaction. And finally, we're adding a new dynamic CVV technology on metal cards as an added security feature. On slide nine, I want to switch gears to Arculus. I think it's important to provide further context on the Arculus value proposition for those newer to our story. Arculus is a security and authentication platform that has broad applicability across many areas and industries. The first application for us was a digital asset cold storage wallet for both B2B and B2C. At its core, Arculus authentication capabilities can deliver secure login or step-up authentication incorporating seamless multi-factor authentication. Think about how you log into your bank account. It's with a password, which is a growing security concern for organizations. Since 2017, there were over 500 million passwords stolen, and 81% of hacking-related breaches used stolen passwords and or weak passwords. While many institutions offer some additional security for their customers in the form of UB keys or SMS codes, we don't believe those methods are the best way to evolve security and deliver great customer experiences. The synergy with our metal card business is that we can add functionality to a metal payment card, making that same physical card an authentication token to store private keys and ensure user authentication. So let's say a bank or FinTech wants to authenticate a user for login purposes or for high value or riskier transactions. With Arculus secure multi-factor authentication, all the customer would have to do is tap their payment card to the back of their phone, and use their biometric and or a unique six-digit PIN that's different than your phone. Turning to the chart on slide 10, you can see that consumers prefer authentication processes that are simple and seamless, but the most common used form today still remains passwords. We offer frictionless security and an easy to use form factor that everyone carries, knows how to use and has with them all the time. We think this can deliver big value for our clients and believe the market opportunity for secure authentication is just as big or even greater than the opportunities within the digital asset market. Moving on to some Arculus highlights for the year on slide 11. We are initiating a payment plus authentication pilot in partnership with a banking as a service provider for a global crypto exchange with over 1 million cardholders. In addition, CoinZoom, a US-based crypto exchange with customers in 194 countries, announced a partnership with Visa last year and will leverage their partnership to allow customers to convert crypto and send their fiat to eligible debit cards in real time. They plan to combine their current metal payment card, which we provide with FIDO2 authentication capabilities. MELD is working with Compose Secure to issue a metal debit card that will double as a cold wallet. The MELD branded debit card provides a safe and easy way to store crypto and NFTs while interacting with the world of DeFi. In addition, we'll be partnering with IC Payments a FinTech program manager, and H-Way, a financial platform that provides banking services. They will launch two separate programs this year. The first, a debit card powered by Arculus authentication, which enables their customers to tap their cards to their mobile phones to authenticate as a way to enable money transfers. And two, a payment card plus Arculus cold storage, which will provide customers with a safe and easy way to store their digital assets. These opportunities, in addition to continuing to advance our work with clients like Invesco and Change, continue to demonstrate the strength and capabilities of the Arculus platform. As you turn to slide 12, you can see how some of the customers I just mentioned are now actively marketing and promoting Arculus as their cold storage wallet, including Change, Invesco, and MELD. With that, I'll hand it over to Tim for a deeper discussion on our financials before returning for closing remarks.
spk09: Thanks, John, and good evening, everyone. I'll provide a more detailed overview of our 2022 financial performance and then turn it back to John before we open up the call for questions. Unless stated otherwise, all of the comparisons and variance commentary is on a year-over-year basis. As John mentioned, for the full year 2022, net sales increased 41% to $378.5 million compared to $268 million. The increase was driven by continued strong sales execution and growth of our metal card business domestically and abroad for both new and existing customers. Gross profit for 2022 increased 52% to $220 million or 58% of net sales compared to 145 million or 54% of net sales. Throughout the year, we benefited from higher card issuance volumes as well as operating efficiencies as we scaled business, which was partially offset by higher supply chain costs in the back half of the year versus the first half. Net income for 2022 increased 58% to 132 million compared to $83 million, and adjusted EBITDA increased 33% to $136 million, compared to $102 million. The increase was driven by continued strong growth on the top line, gross margin expansion, and increases from revaluation of the earn-out and the warrants. Adjusted EBITDA margin for the year came in at 36%, compared to 38%. with a decrease driven by a combination of factors, including public company costs, a one-time settlement of a dispute through arbitration, which has been consistently disclosed in our quarterly filings, and continued investment in the Oculus platform. As John mentioned earlier, the net impact from Oculus revenue and investments was minus 21 million for all of 2022, and in line with our latest guidance issued last year. and significantly lower than the $33 million in our original projections. This reflects our continued commitment to driving profit while prudently managing our investments. Turning to our balance sheet, on December 31st, 2022, we had cash and cash equivalents of $14 million and total debt of $363 million, which includes approximately $233 million of term loan and $130 million of exchangeable notes. This results in a total net debt of $349 million. We want to provide both our overall debt leverage ratio and our bank agreement secured debt leverage ratio as our bank agreement is calculated with slight differences. At December 31st, our overall leverage ratio improved to 2.6 times based on net debt of $349 million and trailing 12-month adjusted EBITDA of $136 million. This compares to 3.6 times at December 31st, 2021 with the improvement driven by a combination of paying down debt and growing EBITDA. At December 31st, 2022, we had a bank agreement secured debt leverage ratio of 1.6 times based on a net debt of $233 million and trailing 12-month bank-adjusted EBITDA of $144 million. This compares to 2.4 times at December 31st, 2021. Taking a look at our cash flow statement, we generated operating cash flow of $93 million, and we believe our cash balances, cash flow generation, and debt facilities provide us with more than adequate working capital to fund our operations. Let's turn quickly to fourth quarter results. Fourth quarter 2022 net sales grew 25%, to $94 million compared to $75 million the same quarter last year. Gross margin for the quarter increased to 54% versus 52% for the same quarter the prior year. Net income for the fourth quarter of 2022 was up 12% to $22 million. This includes a $4 million net benefit for fair value adjustments associated with the mark-to-market of warrants and the earn-out. Adjusted EBITDA for the quarter was $31 million, up 44% compared to $21 million last year. And adjusted EBITDA margin in Q4 improved to 33% compared to 28% in the fourth quarter of 2021. Oculus revenue and investments resulted in a net impact of approximately minus $6 million for the fourth quarter. Let's take a look at our net sales trends. Taking a closer look at the sales trends, we continue to generate strong growth, both in the U.S. and internationally, with them up 35% and 68% for the full year of 2022, respectively. U.S. growth was once again driven by the strength of our sales execution and favorable industry trends, while international was up due to the expansion of our international sales team, continued distributed growth, and strong customer demand. Turning to earnings per share, As discussed last year, we adopted a method under GAAP for calculating basic and diluted EPS, which allows us to allocate changes in fair value adjustments of mark-to-market instruments among the public company and the operating subsidiaries that better reflect the actual economic impact of conversion of such instruments on our net income and our per share basis. The reason we are doing this is that we believe this method better reflects the economic impact for shareholders. Our Q2, Q3, and Q4 EPS figures, as reported, are consistently calculated under this GAAP measure. Having said that, let me run through our EPS calculations. GAAP EPS for the 12 months ended December 31, 2022 was $1.21 per basic share and $1.13 per diluted share. GAAP EPS for the fourth quarter was 14 cents for both basic and diluted shares. You could read through the footnotes on the slides that take you through the complexities of the allocation of net income due to the FC structure and the shares that are included in the basic and diluted calculations. Note that the fair value adjustments in the quarter and the full year have been allocated among the operating companies that come to pre-allocation net income. Now let's take a look at non-GAAP earnings per share. On slide 18 and in our MD&A, we're also providing a non-GAAP adjusted net income and adjusted EPS that takes out the impact of the non-cash fair value adjustments, such as stock-based comp, warrant, and earner revaluations. We believe that this provides a clearer picture of the economics of the company's operating results. Please note these non-cash adjustments can have both a positive and a negative impact on our net income. With that background, Our non-GAAP EPS for the full year 2022 was $1.10 per basic share and $0.94 per diluted share, while non-GAAP EPS for the fourth quarter was $0.23 per basic share and $0.20 per diluted share. In the appendix, you'll find a reconciliation between GAAP and non-GAAP net income used in these calculations. I will now hand it back over to John for a final summary before we take questions.
spk12: Thanks, Tim. Now turning to slide 19, as I mentioned earlier, we're expecting another year of solid growth in 2023 as we anticipate net sales to range between 400 and 425 million and expect adjusted EBITDA to finish between 145 and 155 million. As a reminder, these targets reflect the expectation of continued sales execution and driving economies of scale in our metal card business. as well as a net investment in ARCULUS below our net ARCULUS investment in 2022. In addition, this guidance takes into consideration some of the continuing uncertainty of the macroeconomic environment as outlined earlier. I want to close by touching on our strategic priorities on slide 20. It's been great to reflect on our record 2022 results, and I'm incredibly proud of our team for their hard work and commitment to get us to this point. However, our focus is now squarely on 2023. As we look ahead, we plan to continue driving organic growth in our premium metal payment card business, both here in the U.S. and internationally, while also further diversifying our customer mix with FinTech clients. We will also continue to innovate our product suite on both metal payment cards as well as Arculus security authentication and cold storage offerings while maintaining our prudent approach to capital allocation and driving efficiencies in our business to maximize the bottom line. I want to thank all of you for taking the time to join us today. We very much appreciate your support, and I'll now open it up to questions.
spk04: thank you as a reminder to ask a question please press star 1 1 on your telephone and wait for your name to be announced to withdraw your question please press star 1 1 again please stand by while i compile the q a roster our first question comes from john Todaro with Needham & Company, your line is open.
spk13: Hi, this is Dan Lehman. Actually, I'm filling in for John. So I've got two questions. The first one is, so at the midpoint of your sales outlook, guys, 23, there's 10% growth year over year. Can you just give us some additional color on the level of conservatism you're baking into the outlook assumption and whether you're a little bit more confident on the macro picture now relative to the third quarter?
spk12: Yeah, so I appreciate the question. Look, we think we gave an appropriate range on the guidance. We're coming off a year of 40% growth. We've said, on average, we think we've got about a 15% growth business. The top end is right about 14% on the top end. There, in our view, still remains a lot of macro uncertainty. you know, mixed data that keeps coming out with inflation higher, raising rates, people, you know, with some concern about the back half. But I'd reiterate comments I've made on other calls, which are, we've operated in tough environments before. And, you know, if the back half were to get tough, we still believe we can deliver growth. And, you know, I don't know, we feel like we've laid out an appropriate range there for the top line that recognizes the context of the environment.
spk13: Got it. Yeah, definitely makes sense. And thank you so much for the color on that. And then in terms of gross margins, it looks like the outlook is baking into uptick in gross margins. So can you just sort of remind us of some of the levers that you could pull to achieve your target for full year 23? Thank you.
spk12: Sure. So the full year 23 guidance. If you use the low end and the low end and the high end and the high end are around 36% EBITDA margin, which is actually in line with where we came in this year. So that's actually fairly steady from our perspective and recognizes that we will continue to invest in growing the core metal payment card business as well as Arculus, although we've tried to be clear that, you know, that net impact we believe should be at or lower than what it was this year. So that's how we're thinking about sort of the revenue and margin story for next year.
spk05: Thank you. One moment for our next question.
spk04: We have a question from Reggie Smith with J.P. Morgan. Your line is open.
spk01: Hey, good evening, guys. Thanks for taking the question. Thanks, Reggie. My first question, I believe one of your key customer contracts expires this year. I guess what can you tell us about the renegotiations? When does a contract expire exactly? And I guess historically, as contracts have come up, How early did you renew them in the past? I have a few follow-ups.
spk12: Thanks, Reggie. So the JP Morgan contract expires at the end of this year, and we would be negotiating in normal course with any client in that year when things are expiring. There are times when We might renew a contract earlier than that if there's specific reasons to, but the normal course would suggest in that final year is the time when we would be renewing. And Reggie, I'd add one comment. We've been through multiple renewal cycles on that contract. It's not the first. I think there have been at least three renewal cycles at this point. you know, the AMX contractor have been at least four, uh, if not more renewals there.
spk01: Got it. That makes sense. Um, okay. Uh, so, you know, I appreciate the, uh, the color on the guidance. Um, what can you tell us about, uh, I guess your, your order backlog today versus, uh, maybe this time last year, um, just trying to get some context around, you know, what you're seeing, um, right now on the ground versus maybe a year ago?
spk12: I'd say it's actually fairly consistent, Reggie, in terms of strong visibility and what we refer to as the pipeline and the backlog. So that backlog is hard orders that cover kind of the next three or four months and the pipeline that goes out further than that. And, you know, I think as you look into kind of The back half of the year, I think, is when people, there's more uncertainty out there. I think JP Morgan, CEO, did an interview recently commenting on the back half and uncertainty still remaining in the back half just in general. But if you look, and we put some of the commentary in our deck, generally speaking, our issuer clients believe that we are gonna drive growth this year They're planning for it. That's how we're planning. And what we've said is we're prepared if things turn, but we actually believe it could be quite a nice year.
spk01: Understood. Thinking about your EBITDA guidance, which is fairly strong, how should we think about debt repayment or use of cash? as that EBITDA number continues to kind of grow?
spk12: So we've stated two priorities. I'll reiterate for folks on the phone. Driving organic growth in the business, and by that I mean the metal payment card business continuing to expand capacity, drive innovation around not just the form factor, but new security technology, things like dynamic CVV, biometrics, the authentication, and the integration of Arculus into credit and debit cards as kind of our first priority. And second, paying down debt. We did a very nice job paying down debt this year. And I think Tim highlighted that in his comments. You know, we're talking about leverage ratios that went from, I think it was 3.6 down, you know, well below three in total debt and secured debt at you know, mid twos down to 1.6. So we are, you know, de-levering through a combination of paying down debt and growing EBITDA. And Reggie, I like the fact that we're doing it with both. For me, that's the right way to approach it, but we will continue to pay down debt.
spk01: Got it. And if I could sneak one more in. you had some really cool product announcements in your release and that you talked about earlier in the call. How should we think about, like, how quickly can those go from, you know, kind of launch to like really seeing them out in the wild, if you will?
spk12: Yeah, I think for us, you know, the types of products we talked about would be, you know, second half of this year into the first half of next year when we start to see those things start to appear.
spk10: But strong interest from our perspective in a number of those. Perfect. Thank you. Appreciate it, Reggie. Thank you.
spk04: Thank you. And there are no other questions in the queue. If I could turn it back to Mr. John Wilk for any further remarks.
spk12: I just want to take a moment and thank all of the people who joined the webcast, who are listening to the story. We are excited about the year that we just completed. We think as our first year as a public company, raising guidance twice, finishing at the top end of that range, I'm extremely proud of what our team has accomplished. I'm even more excited for what's ahead of us. in terms of continued growth of our metal payment card business domestically, internationally, and with fintech clients, as well as continuing to push on the Arculus expansion on security authentication, as well as cold storage for digital assets. So thank you all for attending. We appreciate it and have a good night.
spk04: This concludes today's conference call. Thank you for participating. You may now disconnect.
spk06: The conference will begin shortly. To raise and lower your hand during Q&A, you can dial star 11. The conference will begin shortly. To raise and lower your hand during Q&A, you can dial star 1 1 star 1 1. The conference will begin shortly. To raise and lower your hand during Q&A, you can dial star 1 1. you Thank you.
spk04: good day and thank you for standing by welcome to the compost secure fourth quarter and full year 2022 earnings conference call at this time all participants are in a listen-only mode after the speaker's presentation there'll be a question and answer session To ask a question during the session, you'll need to press star 1-1 on your telephone and you will then hear an automated message advising you your hand is raised. To withdraw your question, press star 1-1 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Steve Seder, General Counsel and Corporate Secretary. Please go ahead.
spk08: Good evening and thank you for joining us to review compost secures, 4th, quarter and full year 2022 financial results with me on the call tonight is John Wilk compost secures, chief executive officer and Tim Fitzsimmons chief financial officer. They will begin with prepared remarks and then we will open the call for Q and a. During the 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 the 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. which are available in the investor relations section of our website at compostsecure.com and on the SEC's website at sec.gov. Please note that the discussion on today's call includes certain non-GAAP financial measures, including adjusted EBITDA, adjusted net income, and adjusted EPS. 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 gap to non-gap measures is available in our press release and earnings presentation available in the investor relations section of our website. Thank you, and with that said, let me turn the call over to John to discuss fourth quarter and full year earnings.
spk12: Thank you, Steve. Good evening, everyone, and thank you for joining us for our fourth quarter and full year 2022 conference call. I'm excited to announce that we achieved a record growth and profitability in 2022, while closing out the year on a high note with strong results for the fourth quarter. This year, we shipped approximately 30 million metal cards, up 36% from 2021. And I want to recognize and thank all of our employees for their ongoing commitment to our success. Before I go into further financial details, I want to spend a few moments contextualizing this remarkable year for Composecure with 41% net sales growth and 33% adjusted EBITDA respectively. We've previously stated that we anticipate our business to grow on average at around a 15% CAGR. And I believe last year's outperformance was driven by our ability to capitalize on several fundamentals. First, metal payment cards have become an important tool to help our clients deliver on their goals of increasing customer acquisition and taking greater share of their customers' spend with the cards becoming top of wallet. Over the past eight years, the audience for metal cards has greatly expanded, beginning with high net worth individuals, moving to the mass affluent, and now becoming a highly sought after product for millennial and Gen Z consumers. Second, we continue to demonstrate the value of our deep client relationships, best in class products, and strong sales execution. These factors combined with our capacity to deliver the scale and high quality required by our clients is simply unmatched. Lastly, following two years of COVID, there was pent up demand for consumer spending, which provided a tailwind for our clients and thus our own business. It's worth noting that we see consumers around the world demanding branded experiences that support and amplify their own identity. Our financial and FinTech clients are turning to Compose Secure to incorporate innovative form factors as a component of the unique value proposition they can deliver to their customers. Now, on to our financial results on slide three. As a reminder, our original guidance for 2022 was $336 to $376 million in revenue and $100 to $110 million in EBITDA. We raised guidance in August and November with our last range being net sales of 370 to 380 million and adjusted EBITDA of 130 to 137 million. I'm pleased to share that we achieved the top end of both ranges. During the year, we achieved net sales of 378.5 million up 41% from 2021, firmly meeting our raised guidance last year. Demand remains strong for our premium metal cards, and we continue to see solid sales trends domestically, internationally, and with fintech customers. We also saw a 33% increase in adjusted EBITDA to $136.2 million. Our outperformance on the top and bottom line in 2022 was exceptional, driven by continued product innovation, deep and expanding customer relationships, consistent execution, economies of scale, and managing our investments in Arculus. Looking at macro drivers, the outlook for the economy is uncertain in 2023. And that has been factored into our guidance for the year. That said, card issuance trends remain positive as we enter the year. Regardless of how the macro environment evolves in 2023, we are well equipped to adapt our playbook accordingly. As demonstrated by our performance in 2020, when faced with significant challenges due to COVID, and our adjustments to ARCULA spend in 2022, given the challenges in the digital asset market to deliver strong results for shareholders in both cases. Regarding Arculus, in 2022, we established critical foundational elements, including technology enhancements and brand recognition required for Arculus B2B security, authentication, and cold storage solutions. We emphatically believe in the product and continue to focus on B2B opportunities in authentication and cold storage to drive market adoption. I'll have more to discuss on Arculus later in the call. For the upcoming year, we're providing net sales guidance of 400 to 425 million, which is approximately a 12% increase from 2022 at the top end. For adjusted EBITDA, we're targeting a range between 145 to 155 million, which is approximately 14% growth at the top end. These targets reflect the expectation of continued sales execution and driving economies of scale in our metal card business, as well as a net investment in Arculus, which would be below our net Arculus investment in 2022. These expectations also consider some moderation of growth due to uncertainties in the macro environment. It's worth pointing out that our growth expectations for 2023 are on top of a revenue comp of 41% and an adjusted EBITDA comp of 33% in 2022. Moving on to slide four. Along with our record growth and profitability, we also shipped approximately 30 million cards through the year. We continued to deepen partnerships with our customers, as reflected by the launch of multiple new metal card programs, such as Chase launching Disney's 100-Year Celebration Card and Marriott Bonvoy returning to the metal card format for their popular Bonvoy Travel Focus Reward Card. For Capital One, we had Venture X, where we continued to see strong momentum through co-branding with celebrities such as Taylor Swift, and they had a commercial which aired during the Super Bowl. And the rebranding of Capital One Spark Travel Elite to Venture X Business Card, highlighting a new design. We also had some other exciting launches during the quarter. We had Porsche, the German luxury and sports car manufacturer. AKT is a financial institution operating in the British Indian Ocean territories that's offering a Visa metal card to support payment or essential services with crypto. And Cloudwalk or Infinite Bank which is a Brazilian FinTech offering a metal card as part of their Smart Loyalty Reward Program for shoppers and merchants, just as a few of the examples on the page. Turning to slide five, on the left-hand side, you'll see that our largest customers continue to report solid purchase volume growth. Although this growth has tempered over the past several quarters, it remains in the double digits and is well above 2020 levels. It's worth noting that these are year-over-year comps, so hitting double-digit growth against a 30% comp in Q4 remains very impressive from our standpoint. Overall, we continue to hear positive messages from our clients. Card issuers are finding that their fee-based products remain attractive for both new and existing consumers, and that travel and entertainment remain one of the strongest segments of consumer spend. Moving to the right-hand side of the slide, physical cards continue to represent a significantly higher percentage of online and in-store forms of payment. This trend reinforces our belief that payment cards will remain the primary transacting method for consumers. On slide six, you can see that American Express continued to report strong card acquisitions of 3 million new customers for the quarter. and 12.5 million new card acquisitions for the year. In their recent Q4 earnings report, they stated that acquisitions of US consumer platinum and gold card members, as well as business platinum card members, all reached record highs for the year. Although Amex's Q4 new card acquisitions are lower than Q2 and Q3, they remain above 2020 and 2021 levels. We remain encouraged by the strong numbers and American Express's continued commitment to invest in marketing and business development growth as they exceeded their $5 billion marketing and business development spend target for 2022. This is all publicly available information, and we update this chart every quarter to provide insight into our customers' guidance. On slide seven, you can see the positive macroeconomic sentiment expressed recently by a number of our large customers and partners, and the general view remains positive but cautious. On slide eight, I want to discuss some of our new and exciting product innovations and security enhancements. Our DNA has always been about innovation and growth. In 2022, we had some very unique offerings, such as an American Express Delta card made from a decommissioned 747 airplane. Going into 2023, it will be no different. Some of our recent advances include an LED card, which will illuminate the bank's logo when a contactless transaction is completed. We're currently in pilot with U.S. Bank. We also expect to be the first to manufacture the Luxe Glass Card, a transparent payment card made of Corning Gorilla Glass that has a metal bezel. We added the Echo Mirror Card to our portfolio, which is a durable, buffed stainless steel card featuring a wide variety of customization options with a mirror-like finish. We are also introducing a biometric card which includes a fingerprint sensor to verify transactions at the point of sale terminal, eliminating the need to physically type in a PIN. This delivers both an improved experience and enhanced security at the point of a transaction. And finally, we're adding a new dynamic CVV technology on metal cards as an added security feature. On slide nine, I want to switch gears to Arculus. I think it's important to provide further context on the Arculus value proposition for those newer to our story. Arculus is a security and authentication platform that has broad applicability across many areas and industries. The first application for us was a digital asset cold storage wallet for both B2B and B2C. At its core, Arculus authentication capabilities can deliver secure login or step-up authentication, incorporating seamless multi-factor authentication. Think about how you log into your bank account. It's with a password, which is a growing security concern for organizations. Since 2017, there were over 500 million passwords stolen, and 81% of hacking-related breaches used stolen passwords and or weak passwords. While many institutions offer some additional security for their customers in the form of UB keys or SMS codes, we don't believe those methods are the best way to evolve security and deliver great customer experiences. The synergy with our metal card business is that we can add functionality to a metal payment card, making that same physical card an authentication token to store private keys and ensure user authentication. So let's say a bank or FinTech wants to authenticate a user for login purposes or for high value or riskier transactions. With Arculus secure multi-factor authentication, all the customer would have to do is tap their payment card to the back of their phone, and use their biometric and or a unique six-digit PIN that's different than your phone. Turning to the chart on slide 10, you can see that consumers prefer authentication processes that are simple and seamless, but the most common used form today still remains passwords. We offer frictionless security and an easy to use form factor that everyone carries, knows how to use and has with them all the time. We think this can deliver big value for our clients and believe the market opportunity for secure authentication is just as big or even greater than the opportunities within the digital asset market. Moving on to some Arculus highlights for the year on slide 11. We are initiating a payment plus authentication pilot in partnership with a banking as a service provider for a global crypto exchange with over 1 million cardholders. In addition, CoinZoom, a US-based crypto exchange with customers in 194 countries, announced a partnership with Visa last year and will leverage their partnership to allow customers to convert crypto and send their fiat to eligible debit cards in real time. They plan to combine their current metal payment card, which we provide with FIDO2 authentication capabilities. MELD is working with Compose Secure to issue a metal debit card that will double as a cold wallet. The MELD branded debit card provides a safe and easy way to store crypto and NFTs while interacting with the world of DeFi. In addition, we'll be partnering with IC Payments, a FinTech program manager, and H-Way, a financial platform that provides banking services. They will launch two separate programs this year. The first, a debit card powered by Arculus authentication, which enables their customers to tap their cards to their mobile phones to authenticate as a way to enable money transfers. And two, a payment card plus Arculus cold storage which will provide customers with a safe and easy way to store their digital assets. These opportunities, in addition to continuing to advance our work with clients like Invesco and Change, continue to demonstrate the strength and capabilities of the Arculus platform. As you turn to slide 12, you can see how some of the customers I just mentioned are now actively marketing and promoting Arculus as their cold storage wallet, including Change, Invesco, and MELD. With that, I'll hand it over to Tim for a deeper discussion on our financials before returning for closing remarks.
spk09: Thanks, John, and good evening, everyone. I'll provide a more detailed overview of our 2022 financial performance and then turn it back to John before we open up the call for questions. Unless stated otherwise, All of the comparisons and variants of commentary is on a year-over-year basis. As John mentioned, for the full year 2022, net sales increased 41% to $378.5 million compared to $268 million. The increase was driven by continued strong sales execution and growth of our metal card business domestically and abroad for both new and existing customers. Gross profit for 2022 increased 52% to $220 million or 58% of net sales compared to $145 million or 54% of net sales. Throughout the year, we benefited from higher card issuance volumes as well as operating efficiencies as we scaled business, which was partially offset by higher supply chain costs in the back half of the year versus the first half. Net income for 2022 increased 58% to $132 million compared to $83 million, and adjusted EBITDA increased 33% to $136 million compared to $102 million. The increase was driven by continued strong growth on the top line, gross margin expansion, and increases from revaluation of the earn-out and the warrants. Adjusted EBITDA margin for the year came in at 36% compared to 38%, with a decrease driven by a combination of factors, including public company costs, a one-time settlement of a dispute through arbitration, which has been consistently disclosed in our quarterly filings, and continued investment in the Oculus platform. As John mentioned earlier, the net impact from Oculus revenue and investments was minus 21 million for all of 2022. and in line with our latest guidance issued last year, and significantly lower than the $33 million in our original projections. This reflects our continued commitment to driving profit while prudently managing our investments. Turning to our balance sheet, on December 31st, 2022, we had cash and cash equivalents of $14 million and total debt of $363 million, which includes approximately $233 million of term loan and $130 million of exchangeable notes. This results in a total net debt of $349 million. We want to provide both our overall debt leverage ratio and our bank agreement secured debt leverage ratio as our bank agreement is calculated with slight differences. At December 31st, our overall leverage ratio improved to 2.6 times based on net debt of $349 million and trailing 12-month adjusted EBITDA of 136 million. This compares to 3.6 times at December 31st, 2021, with the improvement driven by a combination of paying down debt and growing EBITDA. At December 31st, 2022, we had a bank agreement secured debt leverage ratio of 1.6 times based on a net debt of 233 million and trailing 12-month bank adjusted EBITDA of 144 million. This compares to 2.4 times at December 31st, 2021. Taking a look at our cash flow statement, we generated operating cash flow of $93 million, and we believe our cash balances, cash flow generation, and debt facilities provide us with more than adequate working capital to fund our operations. Let's turn quickly to fourth quarter results. Fourth quarter 2022 net sales grew 25%, to $94 million compared to $75 million the same quarter last year. Gross margin for the quarter increased to 54% versus 52% for the same quarter the prior year. Net income for the fourth quarter of 2022 was up 12% to $22 million. This includes a $4 million net benefit for fair value adjustments associated with the mark-to-market of warrants and the earn-out. Adjusted EBITDA for the quarter was $31 million, up 44% compared to $21 million last year. And adjusted EBITDA margin in Q4 improved to 33% compared to 28% in the fourth quarter of 2021. Oculus revenue and investments resulted in a net impact of approximately minus $6 million for the fourth quarter. Let's take a look at our net sales trends. Taking a closer look at the sales trends, we continue to generate strong growth, both in the U.S. and internationally, with them up 35% and 68% for the full year of 2022, respectively. U.S. growth was once again driven by the strength of our sales execution and favorable to industry trends, while international was up due to the expansion of our international sales team, continued distributed growth, and strong customer demand. Turning to earnings per share, As discussed last year, we adopted a method under GAAP for calculating basic and diluted EPS, which allows us to allocate changes in fair value adjustments of mark-to-market instruments among the public company and the operating subsidiaries that better reflect the actual economic impact of conversion of such instruments on our net income and our per share basis. The reason we are doing this is that we believe this method better reflects the economic impact for shareholders. Our Q2, Q3, and Q4 EPS figures, as reported, are consistently calculated under this GAAP measure. Having said that, let me run through our EPS calculations. GAAP EPS for the 12 months ended December 31, 2022 was $1.21 per basic share and $1.13 per diluted share. GAAP EPS for the fourth quarter was 14 cents for both basic and diluted shares. You could read through the footnotes on the slides that take you through the complexities of the allocation of net income due to the FC structure and the shares that are included in the basic and diluted calculations. Note that the fair value adjustments in the quarter and the full year have been allocated among the operating companies that come to pre-allocation net income. Now let's take a look at non-GAAP earnings per share. On slide 18 and in our MD&A, we're also providing a non-GAAP adjusted net income and adjusted EPS that takes out the impact of the non-cash fair value adjustments, such as stock-based comp, warrant, and earner revaluations. We believe that this provides a clearer picture of the economics of the company's operating results. Please note these non-cash adjustments can have both a positive and a negative impact on our net income. With that background, Our non-GAAP EPS for the full year 2022 was $1.10 per basic share and $0.94 per diluted share, while non-GAAP EPS for the fourth quarter was $0.23 per basic share and $0.20 per diluted share. In the appendix, you'll find a reconciliation between GAAP and non-GAAP net income used in these calculations. I will now hand it back over to John for a final summary before we take questions.
spk12: Thanks, Tim. Now turning to slide 19, as I mentioned earlier, we're expecting another year of solid growth in 2023 as we anticipate net sales to range between 400 and 425 million and expect adjusted EBITDA to finish between 145 and 155 million. As a reminder, these targets reflect the expectation of continued sales execution and driving economies of scale in our metal card business. as well as a net investment in ARCULUS below our net ARCULUS investment in 2022. In addition, this guidance takes into consideration some of the continuing uncertainty of the macroeconomic environment as outlined earlier. I want to close by touching on our strategic priorities on slide 20. It's been great to reflect on our record 2022 results, and I'm incredibly proud of our team for their hard work and commitment to get us to this point. However, our focus is now squarely on 2023. As we look ahead, we plan to continue driving organic growth in our premium metal payment card business, both here in the US and internationally, while also further diversifying our customer mix with FinTech clients. We will also continue to innovate our product suite on both metal payment cards as well as Arculus security authentication and cold storage offerings while maintaining our prudent approach to capital allocation and driving efficiencies in our business to maximize the bottom line. I want to thank all of you for taking the time to join us today. We very much appreciate your support, and I'll now open it up to questions.
spk04: thank you as a reminder to ask a question please press star 1 1 on your telephone and wait for your name to be announced to withdraw your question please press star 1 1 again please stand by while i compile the q a roster our first question comes from john Todaro with Needham & Company, your line is open.
spk13: Hi, this is Dan Lehman. Actually, I'm filling in for John. So I've got two questions. The first one is, so at the midpoint of your sales outlook, guys, 23, there's 10% growth year over year. Can you just give us some additional color on the level of conservatism you're baking into the outlook assumption and whether you're a little bit more confident on the macro picture now relative to the third quarter?
spk12: Yeah, so I appreciate the question. Look, we think we gave an appropriate range on the guidance. We're coming off a year of 40% growth. We've said, on average, we think we've got about a 15% growth business. The top end is right about 14% on the top end. There, in our view, still remains a lot of macro uncertainty. you know, mixed data that keeps coming out with inflation higher, raising rates, people, you know, with some concern about the back half. But I'd reiterate comments I've made on other calls, which are, we've operated in tough environments before. And, you know, if the back half were to get tough, we still believe we can deliver growth. And, you know, I don't know, we feel like we've laid out an appropriate range there for the top line that recognizes the context of the environment.
spk13: Got it. Yeah, definitely makes sense. And thank you so much for the color on that. And then in terms of gross margins, it looks like the outlook is baking into uptick in gross margins. So can you just sort of remind us of some of the levers that you could pull to achieve your target for full year 23? Thank you.
spk12: Sure. So the full year 23 guidance. If you use the low end and the low end and the high end and the high end are around 36% EBITDA margin, which is actually in line with where we came in this year. So that's actually fairly steady from our perspective and recognizes that we will continue to invest in growing the core metal payment card business as well as Arculus, although we've tried to be clear that, you know, that net impact we believe should be at or lower than what it was this year. So that's how we're thinking about sort of the revenue and margin story for next year.
spk05: Thank you. One moment for our next question.
spk04: We have a question from Reggie Smith with J.P. Morgan. Your line is open.
spk01: Good evening, guys. Thanks for taking the question. Thanks, Reggie. My first question, I believe one of your key customer contracts expires this year. I guess what can you tell us about the renegotiations? When does a contract expire exactly? And I guess historically, as contracts have come up, How early did you renew them in the past? I have a few follow-ups. Thanks.
spk12: Thanks, Reggie. So the JP Morgan contract expires at the end of this year, and we would be negotiating in normal course with any client in that year when things are expiring. There are times when We might renew a contract earlier than that if there's specific reasons to, but the normal course would suggest in that final year is the time when we would be renewing. And Reg, I'd add one comment. We've been through multiple renewal cycles on that contract. It's not the first. I think there have been at least three renewal cycles at this point. you know, the AMX contractor have been at least four, uh, if not more renewals there.
spk01: Got it. That makes sense. Um, okay. Uh, so, you know, I appreciate the, uh, the color on the guidance. Um, what can you tell us about, uh, I guess your, your order backlog today versus, uh, maybe this time last year, um, just trying to get some context around, you know, what you're seeing, um, right now on the ground versus maybe a year ago?
spk12: I'd say it's actually fairly consistent, Reggie, in terms of strong visibility and what we refer to as the pipeline and the backlog. So that backlog is hard orders that cover kind of the next three or four months and the pipeline that goes out further than that. And, you know, I think as you look into kind of The back half of the year, I think, is when people, there's more uncertainty out there. I think JP Morgan, CEO, did an interview recently commenting on the back half and uncertainty still remaining in the back half just in general. But if you look, and we put some of the commentary in our deck, generally speaking, our issuer clients believe that we are going to drive growth this year They're planning for it. That's how we're planning. And what we've said is we're prepared if things turn, but we actually believe it could be quite a nice year.
spk01: Understood. Thinking about your EBITDA guidance, which is fairly strong, how should we think about debt repayment? or use of cash as that EBITDA number continues to kind of grow?
spk12: So we've stated two priorities. I'll reiterate for folks on the phone. Driving organic growth in the business, and by that I mean the metal payment card business continuing to expand capacity, drive innovation around not just the form factor, but new security technology, things like dynamic CVV, biometrics, the authentication, in the integration of Arculus into credit and debit cards as kind of our first priority. And second, paying down debt. We did a very nice job paying down debt this year. And I think Tim highlighted that in his comments. You know, we're talking about leverage ratios that went from, I think it was 3.6 down, you know, well below three in total debt and secured debt at, you know, mid twos down to 1.6. So we are, you know, delevering through a combination of paying down debt and growing EBITDA. And Reggie, I like the fact that we're doing it with both. For me, that's the right way to approach it, but we will continue to pay down debt.
spk01: Got it. And if I could sneak one more in, you had some really cool product announcements in your release and that you talked about earlier in the call. How should we think about, like, how quickly can those go from, you know, kind of launch to, like, really seeing them out in the wild, if you will?
spk12: Yeah, I think for us, you know, the types of products we talked about would be, you know, second half of this year into the first half of next year when we start to see those things start to appear. But strong interest from our perspective in a number of those.
spk10: Perfect. Thank you. Appreciate it, Reggie. Thank you.
spk04: Thank you. And there are no other questions in the queue. If I could turn it back to Mr. John Wilk for any further remarks.
spk12: I just want to take a moment and thank all of the people who joined the webcast, who are listening to the story. We are excited about the year that we just completed. We think as our first year as a public company, raising guidance twice, finishing at the top end of that range, I'm extremely proud of what our team has accomplished. I'm even more excited for what's ahead of us. in terms of continued growth of our metal payment card business domestically, internationally, and with fintech clients, as well as continuing to push on the Arculus expansion on security authentication, as well as cold storage for digital assets. So thank you all for attending. We appreciate it and have a good night.
spk04: This concludes today's conference call. Thank you for participating. You may now disconnect.
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