CompoSecure, Inc. - Quarter Report: 2025 March (Form 10-Q)

14.

payment related to the tax receivable agreement liability during the quarter ended March 31, 2025. Pursuant to the Holdings agreement, the Company makes pro rata tax distributions to the holders of interests in Holdings (i.e. non-controlling interest) in an amount sufficient to fund all or part of their tax obligations with respect to the taxable income of Holdings that is allocated to them. As a result of the Tungsten Transaction, the Company became the sole member of Holdings, eliminating the requirement for further tax distributions to members other than the Company. For the three months ended March 31, 2024, Holdings distributed a total of $ of tax distributions to its members, of which $ was paid to the Company, resulting in a net tax distribution to all other members of $.

2026 2027 2028 2029 Later years Total Payments$

In addition to the above, the Company's tax receivable agreement liability and future payments thereunder are expected to increase as we realize (or are deemed to realize) an increase in tax basis of Holdings’ assets resulting from any future purchases, redemptions or exchanges of Holdings' interests by holders. The Company currently expect to fund these future tax receivable agreement liability payments from some of the realized cash tax savings as a result of this increase in tax basis.

Litigation


COMPOSECURE, INC.
Notes to Consolidated Financial Statements (Unaudited)
(amounts in thousands, except share data)

15.

operating segment and reportable segment, the equity method investment in CompoSecure Holdings, LLC. This is a change as of and for the year ended December 31, 2024, where the Company had operating segments and reportable segments: Payment Card and Arculus. Corporate, as reported below, for the quarter ended March 31, 2025 consists of the Company's corporate entity that was concluded to not be an operating segment as the entity's operations do not generate revenues and are limited to fair value adjustments related to warrants liability and earnout liability. For the quarter ended March 31, 2024, the Company's reportable segment is represented by the consolidated balance sheet and the consolidated statement of operations.

The chief operating decision maker ("CODM") is the Chief Executive Officer of the Company.


COMPOSECURE, INC.
Notes to Consolidated Financial Statements (Unaudited)
(amounts in thousands, except share data)

$ $()$ Cost of Sales () Gross Profit () Selling, General and administrative expenses () Income from operations () Other income (expense):Change in fair value of earnout consideration liability Revaluation of warrant liability


*			Filed herewith.


**			Furnished herewith.


+			Indicates management contract or compensatory plan or arrangement.


†			Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

††			The Company has redacted provisions or terms of this Exhibit pursuant to Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish an unredacted copy of the Exhibit to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	CompoSecure, Inc.

Date: May 12, 2025	By:	/s/ Jonathan C. Wilk
		Name: Jonathan C. Wilk Title: President and Chief Executive Officer (Principal Executive Officer

Date: May 12, 2025	By:	/s/ Timothy Fitzsimmons
		Name: Timothy Fitzsimmons Title: Chief Financial Officer (Principal Financial and Accounting Officer)

CompoSecure, Inc. - Quarter Report: 2025 March (Form 10-Q)

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