CompoSecure, Inc.
For the period ended Sep 30, 2025. Filed Nov 3, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 3, 2025
GPGI$14.21+4.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001823144-25-000093
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-03.
0001823144-25-000125
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 101 previous paragraphs and 94 current paragraphs.
49 unchanged; 35 reworded; 10 added; 10 removed; 7 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Certain of Holdings' formal equity holders had the right to receive additional shares of the Company's Class A Common Stock ("Earnout Shares") in earnout consideration (collectively, the “Earnouts”). The Earnouts were subject to two stock price thresholds, with half of the Earnout Shares awarded upon the achievement of each threshold. The first Earnout threshold was achieved, and approximately 3,600,000 Earnout Shares were issued on December 17, 2024. The second Earnout threshold was achieved on September 8, 2025, and approximately 4,400,000 (as adjusted for the Spin-Off) Earnout Shares were issued.
Current report
Economic Conditions
Current report
Net loss
Current report
Other Expense, Net
Current report
Income Tax Expense
Current report
Nine Months Ended September 30, 2025 compared with Nine Months Ended September 30, 2024
Current report
Other Expense, Net
Current report
Income Tax Expense
Current report
Net Cash (Used in) Provided by Operations
Current report
Net Cash Provided by (Used in) Financing
Removed paragraphs (10)
Previous report
Economic Conditions - globally and in the digital asset marketplace
Previous report
The Company’s Arculus platform offers a broad range of secure authentication and digital asset storage solutions and enables our consumer Arculus Cold Storage Wallet for digital assets. We believe consumers can achieve enhanced protection by controlling their private keys with a cold storage wallet, such as the Arculus Cold Storage Wallet. At the same time, this market cycle has created uncertainty in timing for our anticipated Arculus ramp up, as some of our partners and targets have been impacted. Therefore, we have been taking a measured approach to better target the timing of our investments to support near-term and long-term opportunities.
Previous report
Net (loss) Income
Previous report
Other Income (Expense), Net
Previous report
Income Tax Benefit (Expense)
Previous report
Six Months Ended June 30, 2025 compared with Six Months Ended June 30, 2024
Previous report
Other Income (Expense), Net
Previous report
Income Tax Expense (Benefit)
Previous report
Net Cash Provided by Operations
Previous report
Net Cash Used in Financing
Reworded paragraphs (35)
Previous wording
The below components of results of operations primarily relate to the operations of Holdings prior to the Spin-Off and when the Company consolidated the operating results of Holdings. Subsequent to the Spin-Off, the
Current wording
The below components of results of operations primarily relate to the operations of Holdings prior to the Spin-Off and when the Company consolidated the operating results of Holdings. Subsequent to the Spin-Off, the Company's operations have been limited to non-revenue generating activities such as its stock market listing, compliance with public company reporting obligations, obligations under the tax receivable agreement, warrant liability reevaluation, income recognized from equity method investment, and the earnout considerations.
Previous wording
Net (loss) income consists of the Company’s (loss) income from operations, less other expenses and income tax provision or benefit.
Current wording
Net loss consists of the Company’s (loss) income from operations, less other expenses and income tax provision or benefit.
Previous wording
The Company’s net sales for the three months ended June 30, 2025 decreased by $108.6 million, or 100%, to $0. The decrease was driven by the deconsolidation of Holdings on February 28, 2025. Holdings generated $119.6 million of net sales for the three months ended June 30, 2025.
Current wording
The Company’s net sales for the three months ended September 30, 2025 decreased by $107.1 million, or 100%, to $0. The decrease was driven by the deconsolidation of Holdings on February 28, 2025. Holdings generated $120.9 million of net sales for the three months ended September 30, 2025.
Previous wording
Domestic: The Company’s domestic net sales for the three months ended June 30, 2025 decreased $85.2 million, or 100%, to $0. Holdings generated $104.3 million of domestic net sales for the three months ended June 30, 2025.
Current wording
Domestic: The Company’s domestic net sales for the three months ended September 30, 2025 decreased $80.0 million, or 100%, to $0. Holdings generated $105.1 million of domestic net sales for the three months ended September 30, 2025.
Previous wording
International: The Company’s international net sales for the three months ended June 30, 2025 decreased $23.4 million , or 100%, to $0. The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. Holdings generated $15.3 million of international net sales for the three months ended June 30, 2025.
Current wording
International: The Company’s international net sales for the three months ended September 30, 2025 decreased $27.1 million , or 100%, to $0. The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. Holdings generated $15.8 million of international net sales for the three months ended September 30, 2025.
Previous wording
The Company’s gross profit for the three months ended June 30, 2025 decreased $56.1 million, or 100%, to $0, while the gross profit margin decreased from 52% to 0%. The decrease in gross profit was due to the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings generated $68.8 million of gross profit for the three months ended June 30, 2025.
Current wording
The Company’s gross profit for the three months ended September 30, 2025 decreased $55.4 million, or 100%, to $0, while the gross profit margin decreased from 52% to 0%. The decrease in gross profit was due to the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings generated $71.3 million of gross profit for the three months ended September 30, 2025.
Previous wording
The Company’s operating expenses for the three months ended June 30, 2025 decreased $21.6 million, or 89%, to $2.7 million compared to $24.3 million for the three months ended June 30, 2024. The decrease was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings incurred $27.8 million of operating expenses for the three months ended June 30, 2025.
Current wording
The Company’s operating expenses for the three months ended September 30, 2025 decreased $16.4 million, or 62%, to $9.9 million compared to $26.3 million for the three months ended September 30, 2024. The decrease was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings incurred $29.6 million of operating expenses for the three months ended September 30, 2025.
Previous wording
During the three months ended June 30, 2025, the Company had a loss from operations of $2.7 million compared to income from operations of $31.8 million for the three months ended June 30, 2024. The Company’s operating margin for the three months ended June 30, 2025 decreased to 0% compared to 29% for the three months ended June 30, 2024. The decrease in income from operations and operating margin was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025.
Current wording
During the three months ended September 30, 2025, the Company had a loss from operations of $9.9 million compared to income from operations of $29.1 million for the three months ended September 30, 2024. The Company’s operating margin for the three months ended September 30, 2025 decreased to 0% compared to 27% for the three months ended September 30, 2024. The decrease in income from operations and operating margin was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025.
Previous wording
Other expenses for the three months ended June 30, 2025 was $64.1 million as compared to other income of $2.1 million for the three months ended June 30, 2024. The change in other income (expense) was primarily due to changes in the fair value of earnout consideration liability, warrant liability and make-whole liability resulting in non-cash expense of $64.2 million for the three months ended June 30, 2025, compared to an income of $7.7 million for the three months ended June 30, 2024, as well as a decrease in net interest expense of $5.3 million resulting from the conversion of all Exchangeable Notes into shares of Class A Common Stock during the fourth quarter of 2024 and the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. As a result of the deconsolidation, all debt and related interest expense of Holdings was removed from the Company's balance sheet and results of operations.
Current wording
Other expenses for the three months ended September 30, 2025 was $174.6 million as compared to $113.9 million for the three months ended September 30, 2024. The increase in other expense was primarily due to changes in the fair value of earnout consideration liability, warrant liability and make-whole liability resulting in non-cash expense of $174.9 million for the three months ended September 30, 2025, compared to $108.4 million for the three months ended September 30, 2024. The increase was partially offset by a decrease in net interest expense of $5.4 million resulting from the conversion of all Exchangeable Notes into shares of Class A Common Stock during the fourth quarter of 2024 and the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. As a result of the deconsolidation, all debt and related interest expense of Holdings was removed from the Company's balance sheet and results of operations.
Previous wording
Earnings in Holdings equity method investment consists of $38.9 million of the net income of Holdings attributable to the Company. The equity method investment resulted from the deconsolidation associated with the Spin-Off and related Management Agreement. Refer to Note 5 in the consolidated financial statements for the operating results of Holdings.
Current wording
Earnings in Holdings equity method investment consists of $39.6 million of the net income of Holdings attributable to the Company. The equity method investment resulted from the deconsolidation associated with the Spin-Off and related Management Agreement. Refer to Note 5 in the consolidated financial statements for the operating results of Holdings.
Previous wording
The Company's income tax benefit for the three months ended June 30, 2025 was $1.8 million, compared to an income tax expense of $0.3 million for the three months ended June 30, 2024.
Current wording
The Company's income tax expense for the three months ended September 30, 2025 was $29.8 million, compared to $0.6 million for the three months ended September 30, 2024.
Previous wording
The Company’s net sales for the six months ended June 30, 2025 decreased by $152.8 million, or 72%, to $59.8 million compared to $212.6 million for the six months ended June 30, 2024. The decrease was driven by the deconsolidation of Holdings on February 28, 2025. Holdings generated $163.7 million of net sales during the period from February 28, 2025 to June 30, 2025.
Current wording
The Company’s net sales for the nine months ended September 30, 2025 decreased by $259.9 million, or 81%, to $59.8 million compared to $319.7 million for the nine months ended September 30, 2024. The decrease was driven by the deconsolidation of Holdings on February 28, 2025. Holdings generated $284.5 million of net sales during the period from February 28, 2025 to September 30, 2025.
Previous wording
Domestic: The Company’s domestic net sales for the six months ended June 30, 2025 decreased $123.5 million, or 69%, to $54.5 million compared to $178.0 million for the six months ended June 30, 2024. Holdings generated $139.4 million of domestic net sales during the period from February 28, 2025 to June 30, 2025.
Current wording
Domestic: The Company’s domestic net sales for the nine months ended September 30, 2025 decreased $203.5 million, or 79%, to $54.5 million compared to $258.0 million for the nine months ended September 30, 2024. Holdings generated $244.5 million of domestic net sales during the period from February 28, 2025 to September 30, 2025.
Previous wording
International: The Company’s international net sales for the six months ended June 30, 2025 decreased $29.3 million, or 85%, to $5.3 million compared to $34.6 million for the six months ended June 30, 2024. The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. Holdings generated $24.3 million of international net sales during the period from February 28, 2025 to June 30, 2025.
Current wording
International: The Company’s international net sales for the nine months ended September 30, 2025 decreased $56.4 million, or 91%, to $5.3 million compared to $61.7 million for the nine months ended September 30, 2024. The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. Holdings generated $40.1 million of international net sales during the period from February 28, 2025 to September 30, 2025.
Previous wording
The Company’s gross profit for the six months ended June 30, 2025 decreased $82.5 million, or 74%, to $28.7 million compared to $111.3 million for the six months ended June 30, 2024, while the gross profit margin decreased from 52% to 48%. The decrease in gross profit was primarily driven by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings generated $94.6 million of gross profit during the period from February 28, 2025 to June 30, 2025. Gross margin declined as a result of inefficiencies associated with new card constructions.
Current wording
The Company’s gross profit for the nine months ended September 30, 2025 decreased $137.9 million, or 83%, to $28.7 million compared to $166.7 million for the nine months ended September 30, 2024, while the gross profit margin decreased from 52% to 48%. The decrease in gross profit was primarily driven by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings generated $165.9 million of gross profit during the period from February 28, 2025 to September 30, 2025. Gross margin declined as a result of inefficiencies associated with new card constructions.
Previous wording
The Company’s operating expenses for the six months ended June 30, 2025 decreased $23.0 million, or 48%, to $25.4 million compared to $48.4 million for the six months ended June 30, 2024. The decrease was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings incurred $37.9 million of operating expenses during the period from February 28, 2025 to June 30, 2025. Additionally, costs associated with employees and professional costs at Resolute Holdings prior to the Spin-Off and costs associated with the Spin-Off offset the decrease in operating expenses related to the deconsolidation and Spin-Off.
Current wording
The Company’s operating expenses for the nine months ended September 30, 2025 decreased $39.4 million, or 53%, to $35.3 million compared to $74.7 million for the nine months ended September 30, 2024. The decrease was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings incurred $67.5 million of operating expenses during the period from February 28, 2025 to September 30, 2025. Additionally, costs associated with employees and professional costs at Resolute Holdings prior to the Spin-Off and costs associated with the Spin-Off offset the decrease in operating expenses related to the deconsolidation and Spin-Off.
Previous wording
During the six months ended June 30, 2025, the Company had income from operations of $3.4 million compared to income from operations of $62.9 million for the six months ended June 30, 2024. The Company’s operating margin for the six months ended June 30, 2025 decreased to 6% compared to 30% for the six months ended June 30, 2024. The decrease in income from operations and operating margin was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025.
Current wording
During the nine months ended September 30, 2025, the Company had a loss from operations of $6.6 million compared to income from operations of $92.0 million for the nine months ended September 30, 2024. The Company’s operating margin for the nine months ended September 30, 2025 decreased to a negative 11% compared to 29% for the nine months ended September 30, 2024. The decrease in income from operations and operating margin was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025.
Previous wording
Other expense for the six months ended June 30, 2025 was $36.5 million as compared to $12.8 million for the six months ended June 30, 2024. The change in other expense was primarily due to changes in the fair value of earnout consideration liability, warrant liability and make-whole liability resulting in non-cash expense of $35.0 million for the six months ended June 30, 2025, compared to $1.4 million for the six months ended June 30, 2024, as well as a decrease in net interest expense of $9.3 million resulting from the conversion of all Exchangeable Notes into shares of Class A Common Stock during the fourth quarter of 2024 and the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. As a result of the deconsolidation, all debt and related interest was removed from the Company's financial position and results of operations.
Current wording
Other expense for the nine months ended September 30, 2025 was $211.1 million as compared to $126.8 million for the nine months ended September 30, 2024. The change in other expense was primarily due to changes in the fair value of earnout consideration liability, warrant liability and make-whole liability resulting in non-cash expense of $209.9 million for the nine months ended September 30, 2025, compared to $109.8 million for the nine months ended September 30, 2024. The increase was partially offset by a decrease in net interest expense of $14.7 million resulting from the conversion of all Exchangeable Notes into shares of Class A Common Stock during the fourth quarter of 2024 and the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. As a result of the deconsolidation, all debt and related interest was removed from the Company's financial position and results of operations.
Previous wording
Earnings in CompoSecure Holdings, L.L.C. equity method investment consists of $53.8 million of net income of Holdings attributable to the Company. The equity method investment resulted from the deconsolidation associated with the Spin-Off and related Management Agreement. Refer to Note 5 in the consolidated financial statements for the results of our equity method investment.
Current wording
Earnings in CompoSecure Holdings, L.L.C. equity method investment consists of $93.4 million of net income of Holdings attributable to the Company. The equity method investment resulted from the deconsolidation associated with the Spin-Off and related Management Agreement. Refer to Note 5 in the consolidated financial statements for the results of our equity method investment.
Previous wording
The Company's income tax expense for the six months ended June 30, 2025 was $25.2 million, compared to an income tax benefit of $0.6 million for the six months ended June 30, 2024. The increase in tax expense was primarily related to the taxable gain on appreciated property resulting from the Spin-Off.
Current wording
The Company's income tax expense for the nine months ended September 30, 2025 was $55.0 million, compared to $0.1 million for the nine months ended September 30, 2024. The increase in tax expense was primarily related to the taxable gain on appreciated property resulting from the Spin-Off.
Previous wording
The following unaudited table presents the reconciliation of net (loss) income to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024.
Current wording
The following unaudited table presents the reconciliation of net (loss) income to EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024.
Previous wording
(1)Includes amortization of deferred financing costs for the three and six months ended June 30, 2025 and 2024.
Current wording
(1)Includes amortization of deferred financing cost and loss on extinguishment of debt for the three and nine months ended September 30, 2025 and 2024.
Previous wording
(2)Includes the changes in fair value of warrant liability, make-whole provision of Exchangeable Notes and earnout consideration liability for the three and six months ended June 30, 2025 and 2024.
Current wording
(2)Includes the changes in fair value of warrant liability, make-whole provision of Exchangeable Notes and earnout consideration liability for the three and nine months ended September 30, 2025 and 2024.
Previous wording
The following unaudited table presents the non-GAAP earnings per share and reconciliation of GAAP net (loss) income to non-GAAP adjusted net income for the periods indicated below to reflect current and deferred income tax expenses. The below presentation does not include a full tax provision. The Company applies a blended tax rate to its income before taxes and to all adjustments. Additionally, the below table includes Class B shares to eliminate the impact of the Company's historical Up-C structure.
Current wording
The following unaudited table presents the non-GAAP earnings per share and reconciliation of GAAP net loss to non-GAAP adjusted net income for the periods indicated below to reflect current and deferred income tax expenses. The below presentation does not include a full tax provision. The Company applies a blended tax rate to its income before taxes and to all adjustments. Additionally, the below table includes Class B shares to eliminate the impact of the Company's historical Up-C structure.
Previous wording
(3)Reflects current and deferred income tax expenses. For the three and six months ended June 30, 2024 it was calculated using the Company's blended tax rate as if the Company did not have any non-controlling interest associated with its historical Up-C structure. For the three months ended June 30, 2025, it was calculated by applying the Company's blended tax rate to the presented adjustments and for the six months ended June 30, 2025 it was calculated by applying the Company's blended tax rate to the presented adjustments and including the Company's provision less tax associated with a taxable gain from the distribution of appreciated property related to the Spin-Off.
Current wording
(3)Reflects current and deferred income tax expenses. For the three and nine months ended September 30, 2024 it was calculated using the Company's blended tax rate as if the Company did not have any non-controlling interest associated with its historical Up-C structure. For the three and nine months ended September 30, 2025, it was calculated by applying the Company's assumed effective tax rate.
Previous wording
(4) Assumes both Class A and Class B shares participate in earnings and are outstanding at the end of the period. There were no Class B shares outstanding as of June 30, 2025.
Current wording
(4) Assumes Class A and Class B shares participate in earnings and are outstanding at the end of the period.
Previous wording
(5) Assumes treasury stock method, valuation at assumed fair market value of $14.47 and $18.00 for the three and six months ended June 30, 2025 and 2024, respectively.
Current wording
(5) Assumes treasury stock method, valuation at assumed fair market value of $17.30 and $13.99 for the three and nine months ended September 30, 2025, respectively and $18.00 for thethree and nine months ended September 30, 2024.
Previous wording
(6) The Exchangeable Notes were included through the application of the "if-converted" method. Interest related to the Exchangeable Notes, net of tax was excluded from net income. No Exchangeable Notes were outstanding during the three and six months ended June 30, 2025.
Current wording
(6) The Exchangeable Notes were included through the application of the "if-converted" method. Interest related to the Exchangeable Notes, net of tax was excluded from net income. No Exchangeable Notes were outstanding during the three and nine months ended September 30, 2025.
Previous wording
CompoSecure, Inc.'s primary sources of liquidity are its existing cash and cash equivalents balances and funding from its wholly owned subsidiary, Holdings, which are treated as distributions from Holdings to the Company. The Company’s primary cash requirements include limited operating expenses relating primarily to public company expenses such as D&O insurance, professional fees, and stock exchange listing fees. Holdings' primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and borrowings on its term loan and revolving credit facility. Holdings’ primary cash requirements include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment).
Current wording
CompoSecure, Inc.'s primary sources of liquidity are its existing cash and cash equivalents balances, proceeds from the exercise of warrants, funding from its wholly owned subsidiary, Holdings, which are treated as distributions from Holdings to the Company and potential proceeds from the sale of stock. The Company’s primary cash requirements include limited operating expenses relating primarily to public company expenses such as D&O insurance, professional fees, and stock exchange listing fees. Holdings' primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and borrowings on its term loan and revolving credit facility. Holdings’ primary cash requirements include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment).
Previous wording
As of June 30, 2025, the Company had cash and cash equivalents of $4.8 million and Holdings had cash and cash equivalents of $91.7 million and total debt principal outstanding of $192.5 million. As of December 31, 2024, the Company, including Holdings, had cash and cash equivalents of $77.5 million and total debt principal outstanding of $197.5 million. The decrease in cash and cash equivalents and debt of the Company resulted from the adoption of equity method accounting presentation for Holdings on February 28, 2025 as a result of the Spin-Off and Management Agreement.
Current wording
As of September 30, 2025, the Company had cash and cash equivalents of $127.4 million and Holdings had cash and cash equivalents of $97.2 million, investment in US treasury bills of $40.7 million and total debt principal outstanding of $190.0 million. As of December 31, 2024, the Company, including Holdings, had cash and cash equivalents of $77.5 million and total debt principal outstanding of $197.5 million. The decrease in cash and cash equivalents and debt of the Company resulted from the adoption of equity method accounting presentation for Holdings on February 28, 2025 as a result of the Spin-Off and Management Agreement.
Previous wording
The Company believes that Holdings' cash flows from its operations and available cash and cash equivalents at June 30, 2025 of $91.7 million as well as its available $130.0 million under the 2024 Revolver, are sufficient to meet the liquidity needs of Holdings and the Company, including the repayment by Holdings of its outstanding debt, for at least the next 12 months. The Company anticipates that to the extent that the Company and/or Holdings requires additional liquidity, it will be funded through borrowings on its revolving credit facility, the incurrence of indebtedness, or a combination thereof and/or offering of the Company's equity or debt securities in capital markets. The Company cannot be assured that it or Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of the Company and Holdings and their ability to meet their obligations and their capital requirements are also dependent on the future financial performance of Holdings, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, the Company cannot be assured that Holdings will generate sufficient cash flows from operations or that future borrowings will be available from additional indebtedness or otherwise to meet the liquidity needs of the Company and Holdings. Although the Company has no specific current plans to do so, if the Company decides to pursue one or more significant acquisitions, the Company and/or Holdings may incur additional debt to finance such acquisitions.
Current wording
The Company believes that available cash and cash equivalents at September 30, 2025 of $97.2 million are sufficient to meet the liquidity needs of the Company. The Company anticipates that to the extent that the Company and/or Holdings requires additional liquidity, it will be funded through borrowings on Holdings' revolving credit facility, the incurrence of other indebtedness, or a combination thereof and/or offering of the Company's equity or debt securities in capital markets. The Company cannot be assured that it or Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of the Company and Holdings and their ability to meet their obligations and their capital requirements are also dependent on the future financial performance of Holdings, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, the Company cannot be assured that Holdings will generate sufficient cash flows from operations or that future capital will be available from additional indebtedness or other sources to meet the liquidity needs of the Company and Holdings. The Company has announced plans to use acquisitions as part of its growth strategy. As the Company has pursues acquisitions, the Company and/or Holdings may incur additional equity or debt financings to complete such acquisitions.
Previous wording
Cash provided by the Company’s operating activities for the six months ended June 30, 2025 was $3.0 million as compared to $66.0 million during the six months ended June 30, 2024. The decrease in cash provided by operating activities of $63.0 million was primarily attributable to decreases in net income of $55.3 million, non-cash charges of $10.0 million and equity in net income of Holdings of $53.8 million. These decreases were partially offset by a distribution to CompoSecure of $15.9 million, an increase in working capital of $5.5 million and changes in mark to market fair values of $33.6 million.
Current wording
Cash used in the Company’s operating activities for the nine months ended September 30, 2025 was $8.9 million as compared to cash provided by operating activities of $95.4 million during the nine months ended September 30, 2024. The decrease in cash provided by operating activities of $104.3 million was primarily attributable to decreases in net loss of $144.5 million, non-cash charges of $18.6 million and equity in net income of Holdings of $93.4 million. These decreases were partially offset by a distributions from Holdings of $21.7 million, an increase in working capital of $28.9 million and changes in mark to market fair values of $100.0 million.
Previous wording
Cash used in the Company’s investing activities for the six months ended June 30, 2025 was $60.7 million, primarily related to cash and cash equivalents that were deconsolidated as a result of the Spin-Off, compared to cash used in investing activities for the six months ended June 30, 2024 of $3.5 million.
Current wording
Cash used in the Company’s investing activities for the nine months ended September 30, 2025 was $60.7 million, primarily related to cash and cash equivalents that were deconsolidated as a result of the Spin-Off and commencement of the Management Agreement compared to cash used in investing activities for the nine months ended September 30, 2024 of $5.5 million which was primarily attributable to purchases of equipment.
Previous wording
Cash used in the Company’s financing activities for the six months ended June 30, 2025 was $15.0 million, compared to cash used in the Company's financing activities for the six months ended June 30, 2024 of $68.3 million. Cash used in financing activities for the six months ended June 30, 2025 primarily related to $15.3 million of payments for taxes related to net share settlement of equity awards and payment of TRA liability of $4.7 million and offset by proceeds from the exercise of warrants of $4.9 million. Cash used in financing activities for the six months ended June 30, 2024 primarily related to distributions to non-controlling interest holders of $26.2 million, special distribution to non-controlling interest holders of $15.6 million, repayment of scheduled term loan principal payments of $9.4 million, dividends to holders of the Company's Class A Common Stock of $8.9 million and payments for taxes relating to net settlement of vested RSUs of $8.5 million. These uses were partially offset by proceeds of $0.2 million from the exercise of stock options and issuance of shares for ESPP transactions.
Current wording
Cash provided by the Company’s financing activities for the nine months ended September 30, 2025 was $119.5 million, compared to cash used in the Company's financing activities for the nine months ended September 30, 2024 of $78.5 million. Cash provided in financing activities for the nine months ended September 30, 2025 primarily related to proceeds from the exercise of warrants of $154.4 million offset by $18.0 million of payments for taxes related to net share settlement of equity awards, purchase of treasury shares of $12.2 million and payment of TRA liability of $4.7 million. Cash used in financing activities for the nine months ended September 30, 2024 primarily related to distributions to non-controlling interest holders of $34.9 million, special distribution to non-controlling interest holders of $15.6 million, repayment of scheduled term loan principal payments of $10.3 million, dividends to holders of the Company's Class A Common Stock of $8.9 million, payments for taxes relating to net settlement of vested RSUs of $8.5 million, deferred financing cost relating to debt modification of $1.9 million and payment of tax receivable agreement liability of $1.3 million These uses were partially offset by proceeds of $2.9 million from the exercise of stock options and issuance of shares for ESPP transactions.
Previous wording
Holdings is party to the 2024 Credit Facility with various banks. For more information on the 2024 Credit Facility, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 6 to the Company's financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 5, 2025.
Current wording
The Company is party to the Holdings Credit Facility with various banks. For more information on the Holdings Credit Facility, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 6 to the Company's financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 5, 2025.
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
Company's operations are limited to non-revenue generating activities such as its stock market listing, compliance with public company reporting obligations, obligations under the tax receivable agreement and the earnout consideration.
Previous report — wording carried elsewhere
(Loss) Income from Operations and Operating Margin
Previous report — wording carried elsewhere
Earnings in Holdings Equity Method Investment
Previous report — wording carried elsewhere
Income (loss) from Operations and Operating Margin
Previous report — wording carried elsewhere
Earnings in Holdings Equity Method Investment
Previous report — wording carried elsewhere
Income from Operations and Operating Margin
Previous report — wording carried elsewhere
Earnings in CompoSecure Holdings, L.L.C. Equity Method Investment