GPGI, Inc.
Business
CompoSecure, Inc. is a technology partner that designs, manufactures and commercializes premium metal payment cards and secure authentication solutions to enable trusted transactions and asset protection. Its main products and services include a range of metal card form factors with dual-interface contactless capability, the Arculus platform (Authenticate and Cold Storage) for hardware-based passwordless authentication and digital asset custody, and consumer Arculus wallets and mobile apps. The company operates two principal businesses: large-scale metal card manufacturing and the Arculus business solutions for issuers, fintechs and enterprises. It sells to domestic and international card issuers, distributors and personalization partners via direct sales, reseller and e-commerce channels.
Summary from filing dated 2025-03-05
Financials
Consolidated Statement of Income
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Net sales | 60 | 421 | 391 | 378 | 268 | |
| Cost of sales | 31 | 201 | 182 | 159 | 123 | |
| Gross profit | 29 | 219 | 209 | 220 | 145 | |
| Selling, general and administrative expenses | 42 | 112 | 90 | 105 | 63 | |
| (Loss) income from operations | −14 | 108 | 119 | 115 | 81 | |
| Revaluation of warrant liability | −151 | −96 | 8 | 19 | 3 | |
| Revaluation of earnout consideration liability | −57 | −76 | 14 | 23 | 10 | |
| Change in fair value of derivative liability - convertible notes redemption make-whole provision | 0 | 425,000 | −139,000 | 266,000 | 0 | |
| Loss on remeasurement of TRA liability | −3 | 0 | 0 | — | — | |
| Interest income | 1 | 5 | 5 | 1 | 0 | |
| Interest expense | −2 | −20 | −28 | −21 | — | |
| Loss on extinguishment of debt | 0 | −148,000 | 0 | 0 | — | |
| Amortization of deferred financing costs | −74,000 | −1 | −2 | −2 | −2 | |
| Total other expense, net | −212 | −189 | −2 | 21 | 1 | |
| (Loss) income before income taxes | −226 | −81 | 117 | — | — | |
| Income tax expense | −39 | −2 | −5 | −4 | 857,000 | |
| (Loss) income before earnings in equity method investment | −265 | −83 | 113 | — | — | |
| Earnings in equity method investment | 129 | 0 | 0 | — | — | |
| Net (loss) income | −136 | −83 | 113 | 132 | 83 | |
| Net (loss) income attributable to redeemable non-controlling interests | 0 | −29 | 93 | 113 | 80 | |
| Net (loss) income attributable to GPGI, Inc. | −136 | −54 | 19 | 19 | 3 | |
| Net (loss) income per share attributable to Class A common stockholders - basic (in dollars per share) | −1.23 | −1.22 | 1.03 | 1.21 | 0.21 | |
| Net (loss) income per share attributable to Class A common stockholders - diluted (in dollars per share) | −1.23 | −1.22 | 0.96 | 1.13 | 0.12 | |
| Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - basic (in shares) | 111 | 44 | 19 | 15 | 15 | |
| Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - diluted (in shares) | 111 | 44 | 35 | 33 | 95 |
Consolidated Balance Sheet
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Cash and cash equivalents | 115 | 77 | 41 | 14 | 22 | |
| Accounts receivable | 0 | 47 | 40 | 37 | 28 | |
| Inventories, net | 0 | 45 | 53 | 42 | 26 | |
| Prepaid expenses and other current assets | 5 | 4 | 5 | 4 | 3 | |
| Total Current assets | 120 | 174 | 139 | 97 | 78 | |
| Property and equipment, net | 0 | 23 | 25 | 23 | 22 | |
| Right-of-use asset - operating leases | 0 | 5 | 7 | 9 | 5 | |
| Deferred tax asset | 272 | 265 | 24 | 26 | 26 | |
| Derivative asset- interest rate swap | 0 | 3 | 5 | 9 | 0 | |
| Equity method investment | 125 | 0 | — | — | — | |
| Deposits and other assets | 0 | 4 | 24,000 | 24,000 | 10,000 | |
| Total assets | 517 | 474 | 201 | 163 | 131 | |
| Accrued expenses | 2 | 15 | 12 | 10 | 10 | |
| Accounts payable | 922,000 | 12 | 5 | 7 | 7 | |
| Commission payable | 0 | 3 | 4 | 3 | 3 | |
| Bonus payable | 0 | 8 | 6 | 8 | 4 | |
| Current portion of long-term debt | 0 | 11 | 10 | 14 | 13 | |
| Current portion of lease liabilities - operating leases | 0 | 2 | 2 | 2 | 1 | |
| Current portion of earnout consideration liability | 0 | 21 | 60,000 | — | — | |
| Current portion of tax receivable agreement liability | 16 | 5 | 1 | 2 | — | |
| Total current liabilities | 19 | 76 | 41 | 47 | 61 | |
| Long-term debt, net of deferred finance costs | 0 | 184 | 198 | 216 | 233 | |
| Warrant liability | 0 | 104 | 8 | 16 | 39 | |
| Lease liabilities - operating leases | 0 | 4 | 6 | 8 | 5 | |
| Tax receivable agreement liability | 255 | 249 | 24 | 24 | — | |
| Total liabilities | 274 | 617 | 407 | 455 | 539 | |
| Commitments and contingencies (Note 16) | — | — | — | — | — | |
| Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding | 0 | 0 | 0 | 0 | 0 | |
| Treasury shares | −12 | 0 | — | — | — | |
| Additional paid-in-capital | 707 | 361 | 39 | 24 | 12 | |
| Accumulated other comprehensive income | −206,000 | 3 | 5 | 8 | 0 | |
| Accumulated deficit | −451 | −507 | −847 | −925 | −1,028 | |
| Total stockholders' equity (deficit) | 243 | −143 | −802 | −892 | −1,016 | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 517 | 474 | 201 | 163 | 131 |
Consolidated Statement of Cash Flows
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Depreciation and amortization | 2 | 9 | 8 | 9 | — | |
| Stock-based compensation expense | 4 | 21 | 18 | 11 | 6 | |
| Inventory reserves | 0 | −294,000 | −1 | 2 | 600,000 | |
| Amortization of deferred financing costs | 74,000 | 1 | 2 | 2 | 2 | |
| Cash receipts from Holdings after the Spin-Off | 22 | 0 | 0 | — | — | |
| Non-cash operating lease expense | 405,000 | 2 | 2 | — | — | |
| Loss on remeasurement of TRA liability | 3 | 0 | 0 | — | — | |
| Deferred tax (benefit) expense | 15 | −2 | 3 | 3 | −857,000 | |
| Accounts receivable | 2 | −7 | −3 | −9 | −19 | |
| Inventories, net | −5 | 8 | −9 | −18 | 4 | |
| Prepaid expenses and other assets | −4 | 974,000 | −1 | −1 | −2 | |
| Accounts payable | −625,000 | 6 | −2 | 68,000 | 5 | |
| Accrued expenses | −760,000 | 3 | 2 | 23,000 | 2 | |
| Lease liabilities | −371,000 | −2 | −2 | — | — | |
| Other liabilities | −4 | 1 | −1 | 5 | 46,000 | |
| Net cash (used in ) provided by operating activities | −23 | 130 | 104 | 93 | 78 | |
| Purchase of property and equipment | 0 | −7 | −11 | −9 | −5 | |
| Investment in SAFE | 0 | −2 | 0 | 0 | — | |
| Resolute Holdings cash deconsoldiated as a result of the Spin-Off | −10 | 0 | 0 | — | — | |
| Holdings cash deconsolidated as a result of the CompoSecure Management Agreement | −50 | 0 | 0 | — | — | |
| Capitalized software expenditures | −387,000 | −1 | 0 | 0 | — | |
| Net cash used in investing activities | −61 | −10 | −11 | −9 | −5 | |
| Proceeds from employee stock purchase plan and exercise of options | 121,000 | 5 | 1 | 82,000 | 0 | |
| Payments for taxes related to net share settlement of equity awards and earnout liability | −18 | −13 | −3 | 0 | 0 | |
| Proceeds from the exercise of warrants | 156 | 0 | 0 | — | — | |
| Purchase of treasury shares | −12 | 0 | 0 | — | — | |
| Payment of term loan | 0 | −13 | −23 | −15 | −5 | |
| Payment of tax receivable agreement liability | −5 | −1 | −2 | −110,000 | 0 | |
| Deferred finance costs related to debt modification | 0 | −2 | −256,000 | 0 | −2 | |
| Tax distributions to non-controlling members | 0 | −35 | −38 | — | — | |
| Special distribution to non-controlling members | 0 | −16 | 0 | 0 | — | |
| Dividend to Class A shareholders | 0 | −9 | 0 | 0 | — | |
| Net cash provided by (used in) financing activities | 121 | −83 | −66 | −92 | −65 | |
| Net increase in cash and cash equivalents | 37 | 36 | 28 | −8 | 9 | |
| Cash paid for interest expense | 2 | 21 | 27 | 21 | 10 | |
| Cash paid for income taxes | 24 | 5 | 3 | 858,000 | 0 | |
| Operating lease ROU assets exchanged for lease liabilities | 4 | 0 | 0 | 0 | 23 | |
| Derivative asset - interest rate swap | −502,000 | −2 | −3 | — | — | |
| Non-cash portion of warrant exercise | −255 | 0 | 0 | — | — | |
| Settlement of earnout | −78 | −57 | 0 | — | — | |
| Contribution to Holdings for stock-based compensation | 18 | 0 | 0 | — | — | |
| Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of CompoSecure Management Agreement | −100 | 0 | 0 | — | — | |
| Resolute Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Spin-Off | −2 | 0 | 0 | — | — |