CompoSecure Reports Strong Third Quarter 2024 Financial Results

  • Q3 Net Sales up 11% to $107.1 million
  • GAAP Net Income/(Loss) of $(85.5) million due to significant stock price improvement negatively impacting the fair value of non-cash items
  • Q3 Adjusted Net Income up 18% to $25.6 million
  • Q3 Adjusted EBITDA up 13% to $40.0 million
  • Completed Resolute Holdings transaction; appointed new Executive Chairman and Board members
  • Revises 2024 outlook: Net Sales guidance to range between $418-$424 million; Adjusted EBITDA guidance to range between $148-$151 million to reflect investments for future growth

SOMERSET, N.J., Nov. 08, 2024 (GLOBE NEWSWIRE) -- CompoSecure, Inc. (Nasdaq: CMPO), a leader in metal payment cards, security, and authentication solutions, today announced its operating results for the third quarter ended September 30, 2024.

Jon Wilk, President and CEO of CompoSecure, commented: โ€œWe are very pleased with our third quarter performance which included double-digit growth for both Net Sales and Adjusted EBITDA. The quarter was driven by strong international execution, continued growth of new programs, and the growing adoption of our innovative payment cards. I am also happy to announce that we signed a two-year contract extension with Capital One.โ€

โ€œAlthough we are reporting a GAAP Net Loss for the quarter, this was entirely driven by the significant improvement in our stock price this quarter, which impacts the valuation of non-cash items. Importantly, our Adjusted Net Income was up 18% compared to the year-ago period, which we believe more accurately reflects our operating performance.โ€

Mr. Wilk continued: โ€œWe are also enhancing our capabilities to drive accretive M&A and remain focused on strategic investments in our business. To support this growth, we are revising our Adjusted EBITDA guidance for the year to account for additional investments aimed at accelerating our momentum.โ€

Dave Cote, CompoSecureโ€™s Executive Chairman, added: โ€œAs we embark on this next chapter, I want to express how excited I am about our long-term opportunities as well as our challenges ahead. We were attracted to the business because it hit the six hot buttons we used to evaluate acquisitions at Honeywell: Great position, good industry, technology differentiator, organic and inorganic sales growth, and margin expansion. That being said, this is a pivotal time for the company, and we are committed to building a culture centered on high performance, improving efficiency through the CompoSecure Operating System, reinvigorating organic growth, and driving accretive M&A. That work will require investment and you will see that reflected in our full year estimate.โ€

Financial Highlights (Q3 2024 vs. Q3 2023)

  • Net Sales: Net Sales increased 11% to $107.1 million compared to $96.9 million. The increase was primarily driven by strong international demand and product innovation.
  • Gross Profit: Gross Profit increased to $55.4 million or 52% of Net Sales, compared to $48.9 million or 50%. The increase was driven by favorable product mix and improved production efficiencies.
  • Net Income/EPS: Net Income/(Loss) of $(85.5) million compared to $38.0 million. The decrease was driven by an improvement to the Companyโ€™s stock price during the quarter, which led to a change in the fair value of warrant liabilities, earnout consideration liability and derivative liability. Net Income/(Loss) per share attributable to Class A common shareholders was $(1.10) (Basic) and $(1.10) (Diluted), compared to $0.39 (Basic) and $0.34 (Diluted) in the year-ago period.
  • Adjusted Net Income/Adjusted EPS: Adjusted Net Income (a non-GAAP measure) increased 18% to $25.6 million compared to $21.7 million in the year-ago period. Adjusted EPS (a non-GAAP measure), which includes both Class A and Class B shares, was $0.31 (Basic) and $0.27 (Diluted) compared to $0.27 (Basic) and $0.24 (Diluted) in the year-ago period (see reconciliation of non-GAAP measures shown in table below).
  • Adjusted EBITDA: Adjusted EBITDA (a non-GAAP measure) increased 13% to $40.0 million compared to $35.5 million, with the increase driven by net sales growth and gross margin expansion.

Liquidity and Capital Structure

Balance Sheet: At Septemberย 30, 2024, CompoSecure had $52.7 million of cash and cash equivalents and $330.0 million of total debt, which included $200.0 million of term loan and $130.0 million of exchangeable notes. This compares to cash and cash equivalents of $41.2 million and total debt of $340.3 million at December 31, 2023, and cash and cash equivalents of $23.8ย million and total debt of $345.0ย million at Septemberย 30, 2023. CompoSecureโ€™s secured debt leverage ratio was 1.06x at Septemberย 30, 2024 compared to 1.39x at December 31, 2023 and 1.48x at Septemberย 30, 2023.

Shares Outstanding: On September 17, 2024, Resolute Holdings and its affiliated vehicles (โ€œResoluteโ€) completed the acquisition of a majority interest in CompoSecure through stock purchase agreements among Resolute and certain selling shareholders. In the transaction, the selling shareholders exchanged all of their Class B units for Class A shares and Resolute acquired 49.3 million Class A shares, representing approximately 60% of CompoSecureโ€™s outstanding shares. At Septemberย 30, 2024, CompoSecure had 82.7 million shares outstanding all of which were Class A shares, with the increase resulting from the Resolute Holdings transaction.

Exchangeable Notes

  • Effective September 19, 2024, Resoluteโ€™s acquisition of a majority of the Companyโ€™s common stock caused a Fundamental Change, as defined in the Indenture pursuant to which $130 million of 7% Exchangeable Senior Notes, due 2026 (โ€œNotesโ€) were issued by a subsidiary of the Company. This Fundamental Change provides holders of the Notes a choice to:
    • Exchange the Notes for shares of Class A Common Stock at a temporarily increased exchange rate of 104.5199 shares per $1,000 principal amount of Notes until November 27, 2024 (with the exchange rate then reverting to the existing 91.0972 shares per $1,000 principal amount of Notes)
    • Have the Company repurchase for cash of all of such holderโ€™s Notes on November 29, 2024 at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest
    • Continue to hold the Notes
  • Through Novemberย 6, 2024, an aggregate of $51.4ย million of the Notes have been surrendered and exchanged for an aggregate of 5.4ย million newly-issued shares of Class A Common Stock.

Additional Highlights

  • Announced a two-year contract extension with Capital One
  • New customer programs included US Bank Smartly, Goldman Sachs Debit, IDFC India, HSBC Global Singapore, BTG Brazio, Qonto France, Military Bank Vietnam
  • Tom Knott, Joseph DeAngelo, Roger Fradin, Mark James, John Cote, and Dr. Krishna Mikkilineni also appointed to the Board of Directors
  • Achieved ISO 27001 Certification for Premium Card Manufacturing (ISO 27001 is the globally recognized information security management system (ISMS) standard)

2024 Financial Outlook
CompoSecure is revising its full year Net Sales guidance to $418-$424 million (previously $418-$428 million) and its Adjusted EBITDA guidance to $148-$151 million (previously $150-157 million) to reflect investments for future growth.

Conference Call
CompoSecure will host a conference call and live audio webcast today at 8:30 a.m. Eastern Time to discuss its financial and operational results, followed by a question-and-answer period.

Date: Friday, November 8, 2024
Time: 8:30 a.m. Eastern Time
Dial-in registration link
Live webcast registration link
If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

A live webcast and replay of the conference call will be available on the investor relations section of CompoSecureโ€™s website at https://ir.composecure.com/news-events/events.

About CompoSecure
Founded in 2000, CompoSecure (Nasdaq: CMPO) is a technology partner to market leaders, fintechโ€™s and consumers enabling trust for millions of people around the globe. The company combines elegance, simplicity and security to deliver exceptional experiences and peace of mind in the physical and digital world. CompoSecureโ€™s innovative payment card technology and metal cards with Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. For more information, please visit www.CompoSecure.com and www.GetArculus.com.

Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although CompoSecure believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, CompoSecure cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning CompoSecureโ€™s possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words โ€œbelieves,โ€ โ€œestimates,โ€ โ€œexpects,โ€ โ€œprojects,โ€ โ€œforecasts,โ€ โ€œmay,โ€ โ€œwill,โ€ โ€œshould,โ€ โ€œseeks,โ€ โ€œplans,โ€ โ€œscheduled,โ€ โ€œanticipatesโ€ or โ€œintendsโ€ or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect CompoSecureโ€™s future results and could cause those results or other outcomes to differ materially from those expressed or implied in CompoSecureโ€™s forward-looking statements: the ability of CompoSecure to diversify its business and customer base and to achieve enhancements in organic growth and operational efficiency, including for any future acquired companies; the ability of CompoSecure to create value for its shareholders and generate robust free cash flow; the ability of CompoSecure to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees; the possibility that CompoSecure may be adversely impacted by other global economic, business, competitive and/or other factors; the outcome of any legal proceedings that may be instituted against CompoSecure or others; future exchange and interest rates; and other risks and uncertainties, including those under โ€œRisk Factorsโ€ in filings that have been made or will be made with the Securities and Exchange Commission. CompoSecure undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures
This press release may include certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (โ€œGAAPโ€) and that may be different from non-GAAP financial measures used by other companies. CompoSecure believes EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow are useful to investors in evaluating CompoSecureโ€™s financial performance. CompoSecure uses these measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and/or to measure incentive compensation, as we believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling CompoSecure to evaluate and plan more effectively for the future. Due to the forward-looking nature of the financial guidance included above, specific quantification of the charges excluded from the non-GAAP financial measures included in such financial guidance, including with respect to depreciation, amortization, interest, and taxes, that would be required to reconcile the non GAAP financial measures included in such financial guidance to GAAP measures are not available, so it is not feasible to provide accurate forecasted non-GAAP reconciliations without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included, and no reconciliation of the forward-looking non-GAAP financial measures is included. In addition, CompoSecureโ€™s debt agreements contain covenants that use a variation of these measures for purposes of determining debt covenant compliance. CompoSecure believes that investors should have access to the same set of tools that its management uses in analyzing operating results. EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and Free Cash Flow are significant components in understanding and assessing CompoSecureโ€™s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of CompoSecureโ€™s liquidity and may be different from similarly titled non-GAAP measures used by other companies. Please refer to the tables below for the reconciliation of GAAP measures to these non-GAAP measures.

Corporate Contact
Anthony Piniella
Head of Communications, CompoSecure
(917) 208-7724
apiniella@composecure.com

Investor Relations Contact
Sean Mansouri, CFA
Elevate IR
(720) 330-2829
CMPO@elevate-ir.


Condensed Consolidated Balance Sheet Data
(in thousands)
ย 
ย September 30,
2024
ย December 31,
2023
ย Unauditedย ย 
ASSETSย ย ย 
CURRENT ASSETSย ย ย 
Cash and cash equivalents$52,674ย ย $41,216ย 
Accounts receivable, netย 43,799ย ย ย 40,488ย 
Inventoriesย 55,090ย ย ย 52,540ย 
Prepaid expenses and other current assetsย 5,248ย ย ย 5,133ย 
Total current assetsย 156,811ย ย ย 139,377ย 
ย ย ย ย 
Property and equipment, netย 23,062ย ย ย 25,212ย 
Right of use assets, netย 5,929ย ย ย 7,473ย 
Deferred tax assetย 245,102ย ย ย 23,697ย 
Derivative asset - interest rate swapย 2,775ย ย ย 5,258ย 
Deposits and other assetsย 1,762ย ย ย 24ย 
Total assets$435,441ย ย $201,041ย 
ย ย ย ย 
LIABILITIES AND STOCKHOLDERS' DEFICITย ย ย 
CURRENT LIABILITIESย ย ย 
Accounts payableย 9,692ย ย ย 5,193ย 
Accrued expensesย 13,473ย ย ย 11,986ย 
Commission payableย 2,967ย ย ย 4,429ย 
Bonus payableย 7,732ย ย ย 5,616ย 
Current portion of long-term debtย 10,000ย ย ย 10,313ย 
Current portion of lease liabilitiesย 2,070ย ย ย 1,948ย 
Current portion of earnout liabilityย 18,527ย ย ย 60ย 
Current portion of tax receivable agreement liabilityย 122ย ย ย 1,425ย 
Total current liabilitiesย 64,583ย ย ย 40,970ย 
ย ย ย ย 
Long-term debt, net of deferred finance costsย 188,149ย ย ย 198,331ย 
Convertible notesย 128,220ย ย ย 127,832ย 
Derivative liability - convertible notes redemption make-whole provisionย โ€”ย ย ย 425ย 
Warrant liabilityย 84,505ย ย ย 8,294ย 
Lease liabilities, operatingย 4,490ย ย ย 6,220ย 
Tax receivable agreement liabilityย 234,117ย ย ย 23,949ย 
Earnout consideration liabilityย 16,386ย ย ย 793ย 
Total liabilitiesย 720,450ย ย ย 406,814ย 
ย ย ย ย 
Commitments and contingencies (Note 13)ย ย ย 
ย ย ย ย 
Redeemable non-controlling interestย โ€”ย ย ย 596,587ย 
ย ย ย ย 
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstandingย โ€”ย ย ย โ€”ย 
Class A common stock, $0.0001 par value; 250,000,000 shares authorized, 82,677,354 and 19,415,123 shares issued and outstanding as of Septemberย 30, 2024 and December 31, 2023, respectively.ย 8ย ย ย 2ย 
Class B common stock, $0.0001 par value; 75,000,000 shares authorized, no shares and 59,958,422 shares issued and outstanding as of Septemberย 30, 2024 and December 31, 2023, respectively.ย โ€”ย ย ย 6ย 
Additional paid-in capitalย 180,356ย ย ย 39,466ย 
Accumulated other comprehensive incomeย 2,569ย ย ย 4,991ย 
Accumulated deficitย (467,942)ย ย (846,825)
Total stockholders' deficitย (285,009)ย ย (802,360)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT$435,441ย ย $201,041ย 


Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
ย 
ย Three months ended September 30,ย Nine months ended September 30,
ย ย 2024ย ย ย 2023ย ย ย 2024ย ย ย 2023ย 
Net sales$107,135ย ย $96,886ย ย $319,712ย ย $290,729ย 
Operating expenses:ย ย ย ย ย ย ย 
Cost of salesย 51,727ย ย ย 47,990ย ย ย 153,019ย ย ย 134,542ย 
Selling, general and administrative expensesย 26,316ย ย ย 20,095ย ย ย 74,673ย ย ย 67,627ย 
Total operating expensesย 78,043ย ย ย 68,085ย ย ย 227,692ย ย ย 202,169ย 
ย ย ย ย ย ย ย ย 
Income from operationsย 29,092ย ย ย 28,801ย ย ย 92,020ย ย ย 88,560ย 
ย ย ย ย ย ย ย ย 
Total other income (expense), netย (113,937)ย ย 10,197ย ย ย (126,773)ย ย (6,408)
(Loss) income before income taxesย (84,845)ย ย 38,998ย ย ย (34,753)ย ย 82,152ย 
Income tax (expense)ย (629)ย ย (949)ย ย (51)ย ย (656)
Net (loss) income$(85,474)ย $38,049ย ย $(34,804)ย $81,496ย 
ย ย ย ย ย ย ย ย 
Net (loss) income attributable to redeemable non-controlling interests$(43,414)ย $30,574ย ย $(18,414)ย $65,653ย 
Net (loss) income attributable to CompoSecure, Inc.$(42,060)ย $7,475ย ย $(16,390)ย $15,843ย 
ย ย ย ย ย ย ย ย 
Net (loss) income per share attributable to Class A common stockholders - basic$(1.10)ย $0.39ย ย $(0.58)ย $0.86ย 
Net (loss) income per share attributable to Class A common stockholders - diluted$(1.10)ย $0.34ย ย $(0.58)ย $0.75ย 
ย ย ย ย ย ย ย ย 
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - basic (in thousands)ย 38,212ย ย ย 19,075ย ย ย 28,110ย ย ย 18,420ย 
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - diluted (in thousands)ย 38,212ย ย ย 35,765ย ย ย 28,110ย ย ย 35,362ย 


Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
ย ย 
ย Nine months ended September 30,
ย ย 2024ย ย ย 2023ย 
ย ย ย ย 
Cash flows from operating activities:ย ย ย 
Net (loss) income$(34,804)ย $81,496ย 
Adjustments to reconcile net income to net cash providedย ย ย 
by operating activitiesย ย ย 
Depreciation and amortizationย 6,932ย ย ย 6,249ย 
Stock-based compensation expenseย 15,269ย ย ย 13,052ย 
Amortization of deferred finance costsย 958ย ย ย 1,262ย 
Loss on extinguishment of debtย 148ย ย ย โ€”ย 
Change in fair value of earnout consideration liabilityย 34,060ย ย ย (10,540)
Revaluation of warrant liabilityย 76,211ย ย ย (1,771)
Change in fair value of derivative liabilityย (425)ย ย 364ย 
Deferred tax (benefit)ย (4,813)ย ย (1,485)
Changes in assets and liabilitiesย ย ย 
Accounts receivableย (3,311)ย ย (11,261)
Inventoriesย (2,550)ย ย (9,614)
Prepaid expenses and other assetsย (115)ย ย (87)
Accounts payableย 4,499ย ย ย 6,938ย 
Accrued expensesย 1,487ย ย ย 4,065ย 
Other liabilitiesย 590ย ย ย (789)
Net cash provided by operating activitiesย 94,136ย ย ย 77,879ย 
ย ย ย ย 
Cash flows from investing activities:ย ย ย 
Purchase of property and equipmentย (4,782)ย ย (6,669)
Capitalized software expendituresย (729)ย ย โ€”ย 
Net cash used in investing activitiesย (5,511)ย ย (6,669)
ย ย ย ย 
Cash flows from financing activities:ย ย ย 
Proceeds from employee stock purchase plan, warrants and exercises of equity awardsย 2,895ย ย ย 1,024ย 
Payments for taxes related to net share settlement of equity awardsย (8,482)ย ย (3,126)
Payment of tax receivable agreement liabilityย โ€”ย ย ย (2,193)
Payment of term loanย (10,333)ย ย (18,122)
Deferred finance costs related to debt modificationย (1,889)ย ย (256)
Tax distributions to non-controlling membersย (34,863)ย ย (38,362)
Special distribution to non-controlling membersย (15,573)ย ย โ€”ย 
Dividend to Class A shareholdersย (8,922)ย ย โ€”ย 
Net cash used in financing activitiesย (77,167)ย ย (61,035)
ย ย ย ย 
Net increase in cash and cash equivalentsย 11,458ย ย ย 10,175ย 
ย ย ย ย 
Cash and cash equivalents, beginning of periodย 41,216ย ย ย 13,642ย 
ย ย ย ย 
Cash and cash equivalents, end of period$52,674ย ย $23,817ย 
ย ย ย ย 
Supplementary disclosure of cash flow information:ย ย ย 
Cash paid for interest expense$16,987ย ย $18,296ย 
Supplemental disclosure of non-cash financing activities:ย ย ย 
Derivative asset - interest rate swap$(2,422)ย $(637)


Non-GAAP Adjusted EBITDA Reconciliation
(in thousands)
(unaudited)
ย ย ย ย ย 
ย Three months ended September 30,ย Nine months ended September 30,ย 
ย ย 2024ย ย ย 2023ย ย ย 2024ย ย ย 2023ย ย 
ย (in thousands)ย 
Net (loss) income$(85,474)ย $38,049ย ย $(34,804)ย $81,496ย ย 
Add:ย ย ย ย ย ย ย ย 
Depreciation and amortizationย 2,331ย ย ย 2,078ย ย ย 6,932ย ย ย 6,249ย ย 
Interest expense, net (1)ย 5,533ย ย ย 6,010ย ย ย 16,927ย ย ย 18,355ย ย 
Income tax expenseย 629ย ย ย 949ย ย ย 51ย ย ย 656ย ย 
EBITDA$(76,981)ย $47,086ย ย $(10,894)ย $106,756ย ย 
Stock-based compensation expenseย 5,634ย ย ย 4,637ย ย ย 15,269ย ย ย 13,052ย ย 
Mark-to-market adjustments, net (2)ย 108,404ย ย ย (16,207)ย ย 109,846ย ย ย (11,947)ย 
Secondary offering transaction costsย โ€”ย ย ย โ€”ย ย ย 586ย ย ย โ€”ย ย 
Debt refinance costsย 225ย ย ย โ€”ย ย ย 225ย ย ย โ€”ย ย 
Resolute transaction costsย 2,726ย ย ย โ€”ย ย ย 2,726ย ย ย โ€”ย ย 
Adjusted EBITDA$40,008ย ย $35,516ย ย $117,758ย ย $107,861ย ย 

(1)ย ย ย Includes amortization of deferred financing cost for the three and nine months ended Septemberย 30, 2024 and 2023, respectively.
(2)ย ย ย Includes the changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the three and nine months ended Septemberย 30, 2024 and 2023, respectively.

Non-GAAP Adjusted EPS Reconciliation
(in thousands)
(unaudited)
ย 
ย Three months ended September 30,ย Nine months ended September 30,
ย ย 2024ย ย ย 2023ย ย ย 2024ย ย ย 2023ย 
ย (in thousands) except per share amounts
Basic and Diluted:ย ย ย ย ย ย ย 
Net (loss) income$(85,474)ย $38,049ย ย $(34,804)ย $81,496ย 
Add: provision for income taxesย 629ย ย ย 949ย ย ย 51ย ย ย 656ย 
(Loss) income before income taxesย (84,845)ย ย 38,998ย ย ย (34,753)ย ย 82,152ย 
Income tax expense (1)ย (7,100)ย ย (5,868)ย ย (20,487)ย ย (17,639)
Adjusted net (loss) income before adjustmentsย (91,945)ย ย 33,130ย ย ย (55,240)ย ย 64,513ย 
(Less) add: mark-to-market adjustments (2)ย 108,948ย ย ย (16,058)ย ย 110,271ย ย ย (12,311)
Add: secondary offering transaction costs$โ€”ย ย ย โ€”ย ย ย 586ย ย ย โ€”ย 
Add: stock-based compensationย 5,634ย ย ย 4,637ย ย ย 15,269ย ย ย 13,052ย 
Adjusted net income$25,588ย ย $21,709ย ย $73,837ย ย $65,254ย 
Common shares outstanding used in
computing net income per share, basic:
ย ย ย ย ย ย ย 
Class A and Class B common shares (3)ย 82,222ย ย ย 79,033ย ย ย 81,303ย ย ย 78,378ย 
Common shares outstanding used in
computing net income per share, diluted:
ย ย ย ย ย ย ย 
Warrants (Public and Private) (4)ย 8,094ย ย ย 8,094ย ย ย 8,094ย ย ย 8,094ย 
Equity awardsย 3,544ย ย ย 3,690ย ย ย 2,915ย ย ย 3,942ย 
Total Shares outstanding used in
computing net income per share - diluted
ย 93,860ย ย ย 90,817ย ย ย 92,312ย ย ย 90,414ย 
ย ย ย ย ย ย ย ย 
Adjusted net income per share - basic$0.31ย ย $0.27ย ย $0.91ย ย $0.83ย 
Adjusted net income per share - diluted$0.27ย ย $0.24ย ย $0.80ย ย $0.72ย 

1) Calculated using the Company's blended tax rate.
2) Includes the changes in fair value of warrant liability and earnout consideration liability.
3) Assumes both Class A shares and Class B shares participate in earnings and are outstanding at the end of the period.
4) Assumes treasury stock method, valuation at assumed fair market value of $18.00.
5) The Company did not include the effect of Exchangeable Notes in its total shares outstanding used in diluted adjusted net income per share.


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