CompoSecure, Inc.

Good day everyone and welcome to the Compass Secure second quarter 2025 earnings call. At this time all participants are in a listen-only mode. After the speaker's presentation there will be a question and answer session. To participate you will need to press star 1-1 on your telephone. You will then hear a message advising your hand is raised. To withdraw your question simply press star 1-1 again. Please note this event is being recorded. Now it's my pleasure to turn the call over to the General Counsel Steve Federer.

Good afternoon and thank you for joining us to review Compass Secure second quarter 2025 financial results. With me on the call from Compass Secure are Dave Cody, Executive Chairman, John 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 the call we will make statements relating to our business that may be considered forward-looking, including statements concerning our plans to execute on our growth strategy, customer demand, our ability to maintain existing and acquire new customers, implementation of the Compass Secure operating system, and our guidance for the balance of 2025, 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 these risks and other important factors that could affect our results, please refer to the information in our 10-K, 10-Qs, and other reports filed with the SEC available on the Investors Relations section of our website and on the SEC's website at sec.gov. Please note that effective as of February 28, 2025, the date of the spin-off of Resolute Holdings Management, Inc., and as a result of the management agreement between Resolute Holdings Management, Inc., and the company's wholly-owned subsidiary, Compass Secure Holdings, the results of operations of Compass Secure Holdings and the operating companies which are its subsidiaries are not consolidated in the financial statements of Compass Secure, Inc., included in our quarterly report on Form 10-Q and the company earnings presentation, and instead are accounted for by Compass Secure under the equity method of accounting. In the earnings release we issued earlier today and in the discussion on today's call, we also present non-GAAP results to help investors reconcile and better understand our operating performance. 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 measures is available in our press release and earnings presentation available in the IR section of our website. Thank you and with that said let me turn the call over to Executive Chairman Dave Cody.

...of our investment in Compass Secure and I want to step back and assess the opportunity compared to what we saw at the time of our investment. For example, Tom and I were confident that Compass Secure had a great position in a good industry. This has proven to be true. We are far and away the leader in metal cards globally but importantly metal cards in total represent less than 1% penetration of the payment card market. This is the case even though the financial and brand benefits our metal cards offer to an issuer are huge and proven with the most recognizable card programs in the world. We believe the upside for us and our customers is significant and we believe the opportunity for metal to take a larger share of the total market is very real. I can confirm we are seeing early results from our focus on Compos sales efforts and are confident in the continued investments we're making to capitalize on the very large opportunity we see. We're also very encouraged with the early results from the implementation of the Compo operating system or COS. We believe at the time of our investment that opportunities existed for step changes in performance and we're beginning to see those come to fruition. We're making capital investments across the enterprise that we believe will drive meaningful results over time. All of this is intended to enable Compos Secure to build and sustain a culture of excellence that delivers for our customers, employees, and investors in a very real way over time. The high performance culture is the glue that allows COS to become ingrained throughout the enterprise and it's beginning to happen. This will take time but proven before this approach to building a business really work. As I've said, I have even greater confidence today about what is possible for Compos Secure than when we first invested. And with that, I'll turn the call over to John.

Thank you, Dave.

Good afternoon, everyone, and thank you for joining us for our second quarter conference call. As mentioned last quarter, our results are being reported using equity method accounting following the completed spin off of Resolute Holdings Management earlier this year. Due to the change in accounting on this call, we will refer to non-GAAP measures for net sales, gross profit, and related operating measures. With that context, let's dive into the quarter. We delivered strong top line growth in Q2 with non-GAAP net sales increasing 10% year over year to 119.6 million. This was driven by robust domestic demand from traditional banks and leading fintechs. Proforma adjusted EBITDA increased 26% to 46.3 million for the quarter, driven by organic revenue growth and the early operational efficiencies from the ongoing implementation of the Compos Secure operating system. We also saw several high profile customer program launches during the quarter, which I will expand on shortly. For fiscal year 2025, we are raising our guidance and now expect non-GAAP net sales to be approximately 455 million. We also now expect Proforma adjusted EBITDA to be approximately 158 million. Both are up from prior guidance of mid-single digit growth. This updated guidance reflects continued commercial and operational momentum in the second half of the year and ongoing foundational investments, as well as the payment of Resolute Holdings Management fee. You saw slide 5 last quarter, but as a quick reminder, because our reporting can be a bit complex, when you're trying to understand the Compos Secure business, think of it as our traditional operating results minus the management fee paid to Resolute. And when it comes to Resolute, it is essentially the management fee from Compos Secure, less whatever operating expenses they incur. Turning to slide 6, we continue to see strong activity around premium upgrade cycles and card program refreshes. These are great examples of how issuers are enhancing the value proposition of established premium products and speaks to the ROI of metal cards. We're also seeing growth from New Market Entrance and Fintechs, who are leaning into differentiated offerings with metal card programs. Metal cards are increasingly serving a broad range of customers, with product tiers designed to meet the needs of the high net worth, mass affluent, and also includes mass market segments. On the operational side, we're making tangible progress through the Compos Secure operating system. We've rolled out our operating system across all functional areas, establishing more structure and discipline in how we operate. We're building a high performance culture that promotes collective ownership and drives accountability across the organization. And to support long-term growth and sustained execution, we've prioritized investments in talent and manufacturing capabilities, efforts that will enable us to scale efficiently and deliver strong margins. Taking together, we are clearly beginning to see the benefits of the Compos Secure operating system in our financial performance, as you can see from our improved margins this quarter. Now turning to slide seven, we continue to build on our market leadership with strong program activity during the quarter, highlighted by the launch and expansion of several metal card programs. They include the Chase Sapphire Reserve and the Chase Sapphire Reserve Business Card, the Coinbase OneCard, Gemini, Crypto.com, and the MGM Reward Card, demonstrating the breadth of customers that value our differentiated offerings. As we step back and look at the broader picture, slide eight underscores just how much opportunity we see ahead. While metal cards remain a small fraction of total payment cards, consumer demand continues to rise, and we've proven our ability to grow within that white space. With a market estimate of over 4 billion payment cards shipped every year, and more issuers looking to differentiate through premium experiences, we believe there's a long runway for us to continue capturing share and delivering strong returns. Our combination of design leadership, operational execution, and trusted customer relationships puts us in a great position to continue to scale. On slide nine, we continue to see strong signals from top issuers that reinforce the durability of premium metal card demand. These trends across three of the largest global issuers show just how much is being invested to attract and retain high value customers. Turning to slide 10, we're seeing growing momentum from Arculus as a secure multifunction platform for digital authentication and asset protection. We delivered another net positive quarter for Arculus, supported by continued operational progress and commercial momentum. The Arculus team was especially proud to partner with Coinbase and American Express on the launch of the new Coinbase OneCard, the first crypto card on the American Express network, which underscores our role in enabling innovation in digital finance. As a reminder, and for those who may be new, our Arculus offering spans three core applications. Arculus Authenticate, our passkey-based authenticator, secure payment with Arculus Authenticate, and Arculus Cold Storage, the digital asset hardware wallet. These tools enable a range of use cases from passwordless login and account validation to step-up authentication and digital asset security. I'll now hand it over to Tim to review our financials before returning for closing remarks.

Thank you, John, and good afternoon, everyone. Before running through our financial results, hopefully many of you caught the news last month that I will be retiring later this year after more than 13 incredible years with the company. It's been a remarkable run, and I'm grateful to have had the opportunity to work with such a talented team. I'm excited to see how the next chapter of Compos Secure unfolds and know the team will continue to raise the bar while I participate in the company's growth as an advisor and shareholder. I want to go through the required accounting changes reminded from last quarter. As of February 28th, following the spin of Resolute Holdings and the execution of the management agreement, Resolute Holdings is required to consolidate the financial results of Compos Secure's operating businesses in accordance with U.S. GAAP. As a result of this change, the results of Compos Secure Holdings and its subsidiaries, which are our operating companies, are no longer consolidated in our GAAP financials. Instead, our share of earnings from Compos Secure Holdings is presented as a single line item in our income statement, and the carrying value in the assets of Compos Secure Holdings is now reflected on our balance sheet. The non-GAAP financial information we are providing is comparable to our historical financial statements, with the only change being the management fee paid to Resolute Holdings. For Resolute Holdings, the non-GAAP financials show management fee revenue from Compos Secure, less salaries, ongoing operating expenses. Now turning to the quarter. I'll walk through our Q2 2025 financial performance. Unless stated otherwise, all comparisons and variance commentary are on a -over-year basis. In Q2, non-GAAP net sales increased 10% to 119.6 million compared to 108.6 million in the prior year period, driven by strong domestic demand and growth across both traditional financial institutions and fintech partners. Non-GAAP gross margin for the quarter was .5% of net sales, compared to .6% for the same quarter of the prior year. The gross margin expansion reflects improved manufacturing efficiencies driven by the Compos Secure operating system, along with favorable product mix. Pro-forma adjusted EBITDA for the quarter increased 26% to 46.3 million, up from 36.7 million in the year-ago period, with the increase due to organic revenue growth and in early operational efficiencies from ongoing implementation of the Compos Secure operating system. Pro-forma adjusted EBITDA includes the payment of a management fee the amount of $3.4 million for Q2 2025 has incurred by Compos Secure holdings in the quarter, and a $3.3 million fee for Q2 2024 on a pro-forma basis for comparability is if the management fee had been in effect in this quarter as well. You could find the Statement of Operations in the appendix of the company earnings slides for a full reconciliation. We continue to generate strong cash flow, bringing in approximately $52 million in operating cash flow -to-date on a non-GAAP basis. This reflects both the efficiency of our model and our continued focus on disciplined execution. At June 30, 2025, on a non-GAAP basis, Compos Secure had $96.5 million cash and cash equivalents and $192.5 million of total debt, resulting in net debt of $96 million and a net debt leverage ratio of 0.66 times. This compares to June 30, 2024 non-GAAP cash and cash equivalents of $35.4 million and total debt of $330.9 million that resulted in net debt of $295.5 and a net debt leverage ratio of 2.15 times. Both periods reflect pro-forma management fees to resolute holdings. For further details and reconciliations, please refer to the appendix. On slide 14, you can see that the domestic net sales of Compos Secure holdings grew 22% to $104.3 million, an increase of $19.1 million compared to the prior year period. While international net sales of Compos Secure holdings declined 35% to $15.3 million, down $8.1 million versus the prior year period. As we've often said in the past, our international business tends to see greater fluctuations given its smaller scale relative to our domestic business. Turning to slide 15, adjusted net income was $28.4 million compared to $24.2 million in the year ago period. Adjusted diluted EPS was $0.25 per share compared to $0.23 in the prior year period. With that, I'll hand it back to John. John R. Thanks, Tim.

As mentioned, we are raising our full year guidance. We now expect non-GAAP net sales to be approximately $455 million and pro-forma adjusted EBITDA to be approximately $158 million, up from our previous guidance of -single-digit growth. Guidance for pro-forma adjusted EBITDA includes the payment of the Resolute Holdings management fee in both periods for comparison. This updated guidance reflects continued commercial and operational momentum in the second half of the year and ongoing foundational investments. I'll close with reiterating what Dave highlighted in his opening remarks. Over the course of the past year, we've been planting seeds of investment that are starting to pay off, which is helping us drive growth while simultaneously improving operating efficiency. We believe the addressable market opportunity is huge, given the continued interest in growing demand for premium payment products, authentication, and digital asset solutions. And our conviction about what's possible for Composecure is stronger than ever, and we believe we will continue to drive both short- and long-term value for our shareholders. With that, I'd like to open up the call for Q&A.

Thank you. And as a reminder, to ask a question, simply press star 1-1 on your telephone and wait for your name to be announced. To remove yourself, press star 1-1 again. Please stand by while we compile the Q&A roster. One moment for our first question. That comes from the line of Moshe Orenbach with T.D. Cowen. Please proceed.

Great. John, I guess, hoping to, since you've got so many kind of new and refreshed products out there, you know, an Amex coming in the second half of the year, I didn't notice that you mentioned, you know, City Strata. That's another one that just recently launched, I think, is a product of yours. Do you talk about when those players actually order those cards and when, you know, kind of when we see them in your results?

Yeah, thank you for the question, Moshe. And I did see your report with your detective work on the City Strata card. So, and yes, that is a card that we make. So, look, it depends on the issuer. You know, typically, I'd say one to two quarters ahead, depending on the size of the program, for some of the larger programs that we would expect.

Got it. Thank you. And, you know, Dave, I was struck by your comment about greater confidence in the investment now. And, you know, I think there's, you know, a lot of wonderful things that have been going on. I mean, there's, you know, practically a war in the high end card segment. So, and you've had better sales likely to see that continue, Arculas continues to improve. You know, could you talk about what the factors, you know, kind of that drove you to that statement? Which are the things that are most important that you feel have improved, you know, since you made the investment?

So, Moshe, Dave had to drop off after his remarks. I apologize. Okay. We've had, you know, we've had that conversation. And, you know, I think in his remarks, he tried to highlight sort of the two sides of the story. You know, it's one on the organic growth side. And, you know, when we talk about the impact of the changes that are happening, you know, number one, just, you know, we've talked about the ability to leverage Dave, the Resolute team, our board, you know, to help drive some of that organic growth, making introductions, you know, in a, you know, pretty material way in terms of trying to help accelerate that. In addition to what we've talked about more, which is the operating system work and the efficiency work. And so, his prepared remarks were intended to convey both the market opportunity, which I think he sees even more clearly today, just how big and important it is, combined with the progress being made on the organic growth and the operation side.

Thanks very

much. Thank

you. One moment for our next question, please. It comes from Brian Vitan with Needham. Please proceed.

Great. Thanks, guys. Congrats on a great quarter. You called out the commercial momentum. Any particular reason the back half wouldn't look more like Q2 here, maybe an offset to the, some of the recent crypto launches, which seem well positioned, or was it more of just a pull forward here?

Thank you for the question. We don't see it as a pull forward. We see, you know, continued momentum sort of as we move through the year. You know, yes, we've given you specific point guidance for how we see the year unfolding. There's always some natural timing for how we see things play out through the year, but it was certainly not a pull forward into Q2 in terms of our results.

Okay, great. And then just on the margin profile of some of those newer launches, are those cards coming in with a similar margin profile? Anything to call out there? Thanks.

Thank you. On the margin question, as both Dave and I and Tim all noted, actually, you know, we are beginning to see, we believe, the effects of the operating system work. And, you know, it's happening throughout every function in the company, including manufacturing. But it is, we think, a meaningful contributor to the improvements that we saw in gross margin during the quarter. So I'd say we're really pleased with the operating system work and the impacts that it's driving.

Great. Thanks a lot,

guys.

Thank you. Our next question is from Reggie Smith with JP Morgan. Mr. Smith, your line is open.

Thank you. Congrats on the quarter. I guess I have a few questions. First, I'm glad to hear, obviously, the gross margins were up sharply. And I understand that the operating system is working, but also maybe you could talk about maybe some of the most impactful operational changes you guys have made. And I'm going to ask you this, I don't know if I'll get an answer, but how much more efficiency is available over the next 12, 18 months? And then that's just follow-ups. Thank

you. So thanks for the question, Reggie. So I'm not going to get specific on the specific operational improvements, which function of operations. It is throughout manufacturing. And in addition to the manufacturing, I've talked about, it's literally from the time we take in the quarter until the time cash comes in the door. The intensity, the focus, the discipline that we are providing around all aspects of that are all contributing to the improvements that you're seeing in the gross margin lines. And so, you know, as we move through the back half of the year, some of that's impacted by product mix in a particular quarter. And you will see perhaps some variation, fluctuation in that. But we believe we can maintain this strong margin profile and continue to drive additional improvements, which was the core to your question. Those improvements let us continue to reinvest in the business, right, in manufacturing and sales and other things that we need to ensure we continue to grow the business and continue to drive additional operating efficiencies. So we've said from the beginning, Reggie, we will reinvest some of that back in seed planting for the future. And we believe there's actually still a good bit of opportunity ahead of us on the operations side.

That sounds good. Looking forward to seeing that unfold. I was hoping to ask Dave, and maybe you can speak to this, but I would love to hear about the M&A pipeline and maybe talk about how many deals are in serious diligence and what you expect there. And finally, and may or may not be able to answer this, but looking at the I.U. of resolute holdings, and I know that they earn a management fee, but I'm not sure if there's anything else a kicker or incentives that may explain its value. Am I missing something there on resolute in terms of what they can earn from your success? Thank you.

So on the first part of the question, I would say the M&A pipeline is robust. There are a lot of opportunities out there that we are looking at and evaluating. I am not going to comment, Reggie, on how many or which ones are deep into diligence, et cetera. I'm going to come back to there are a set of core criteria that we look at for any deal that we're going to do that align well to the same criteria or the core criteria we're going to use here. And we're going to be very selective. We're trying to find the next compo secure. A market leader, great company that is undervalued and do an accretive deal for our shareholders. And to the second part of the question, you know, I'm not going to comment deeply, as you said, when you asked the question on the valuation there. You know, the business, as I tried to explain, is pretty straightforward in terms of the management fee paid from compo less the expenses there. The point that we've made over time, Reggie, is that, you know, the goal is that management fee will grow as we grow EBITDA, as we acquire new companies. You know, the goal would be to see material growth in our EBITDA, therefore the management fee, while keeping costs, you know, relatively flattish there, driving huge operational leverage in that business. And, you know, we think that makes it quite an attractive investment opportunity. I'm not going to comment specifically on the valuation.

Understood. Okay. Thank you.

Thank you.

Our next question is from Jacob Stephon with Lake Street Capital Markets. Please proceed.

Hey, great quarter, guys. Just wanted to touch on a couple things. So we've seen a lot of these kind of relaunch programs with, you know, the Chase Sapphire Reserve and I think Amex recently did one last year. But, you know, what, I guess, what does the pipeline look for kind of relaunches of existing metal card offerings out there? And maybe if you could kind of help us, you know, think through what the new card program pipeline looks like.

So thank you for the question. When we look forward, Jacob, we are, I mean, commented today, we're very pleased with what we're seeing evolve in the premium card market in terms of banks across the spectrum that continue to compete for customers in this segment. We've also seen, you know, the cards move from high net worth to mass affluent and into mass market. That's the points that we were making around, you know, 4 billion payment cards issued, we think, on an annual basis. You know, we're still less than 1% providing that opportunity that we described. So coming back to the core of your question, we like that competition for this segment of customers. We think it's healthy for our business, you know, using premium cards as part of a value proposition that they're delivering for their customers. You know, we think the market is finding it compelling. Yes, that is what we see driving the growth that we're seeing right now in the business, and we believe will drive, you know, our future years growth. And you heard me comment on that, and you heard Dave comment on that in terms of our outlook and conviction on this business where we are and the opportunity that we still see in front of us, which we think is quite material.

Yeah, that's very helpful. And maybe if I could just kind of ask, you know, more of a crypto-focused question. You know, obviously there's been significant kind of legislation proposed, and you've kind of got the rise of stablecoins, but is there any, you know, any other driving factors between several other of the major exchanges kind of rolling out their card offerings or upgrading existing?

Jacob, we think that's very exciting opportunities. So, you know, to see folks like Coinbase, Robinhood, Gemini, Crypto.com making the kind of strides that they are at the intersection in our view of crypto and payments. We think this is a very exciting time. Overlay, you know, the recent changes with stablecoins and, you know, the work that our team has done to basically build the capabilities to help spending of stablecoins from cold storage at point of sale over traditional rails or direct wallet to wallet. You know, we're very excited about how we're positioned for the opportunities ahead there.

Great. I appreciate all the color. Thanks, guys.

Appreciate the question. Thank you.

Thank you. And we have a follow up from Moshe Orenbach with T.D. Collins. Please proceed.

Okay. Thank you. And maybe, you know, you did mention that Archivist's contribution was positive. So, you know, kind of just following up, what's the, you know, what's the path there? Are you investing more and the revenue is growing? You know, could you, is there a way to kind of expand on that in the context of your disclosure?

Yeah, I'd say generally it's being driven by revenue growing. By far the number one driver of what's driving that positive contribution in the business. I'd say our spending or investment is fairly flat to slightly increasing on the things like the sales side, go to market Moshe. But overall, it's revenue growth that is driving the day there.

Great. Okay. Thanks very

much. Thank you.

Thank you so much. And ladies and gentlemen, this concludes our Q&A session and conference for today. Thank you all for participating. And you may now disconnect.