NEW YORK, Nov. 03, 2025 (GLOBE NEWSWIRE) -- Resolute Holdings Management, Inc. ("Resolute Holdings") (NYSE: RHLD), an operating management company responsible for providing management services to CompoSecure Holdings, L.L.C. ("CompoSecure Holdings"), a wholly owned subsidiary of CompoSecure, Inc. ("CompoSecure") (NYSE: CMPO), today reported financial results for its fiscal third quarter ending September 30, 2025. Resolute Holdings reported third quarter earnings per share attributable to common stockholders of ($0.03) and Non-GAAP Fee-Related Earnings per share of $0.13.
In conjunction with CompoSecure's planned business combination with Husky Technologies Limited ("Husky"), Resolute Holdings will enter into a separate management agreement with Husky, which will become a wholly owned subsidiary of CompoSecure(1) , on substantially the same terms as the existing Management Agreement with CompoSecure Holdings.
As a result of the spin-off from CompoSecure and execution of the Management Agreement with CompoSecure Holdings, Resolute Holdings is required to consolidate the financial results of CompoSecure Holdings in accordance with U.S. GAAP. This presentation of financial results does not represent the underlying economics or the positive attributes of Resolute Holdings' standalone business model, which consist of recurring, long-duration management fees and a relatively fixed expense base. The results of the Resolute Holdings standalone business and associated Non-GAAP Fee-Related Earnings calculation are included below to provide a clear picture of the economic performance of the business directly attributable to shareholders of RHLD. This release includes such results presented in accordance with U.S. GAAP, as well as certain Non-GAAP measures, including Fee-Related Earnings. See "Use of Non-GAAP Financial Measures" below.
Resolute Holdings Segment Financial Information (GAAP); Fee-Related Earnings and Fee-Related Earnings Per Share (Non-GAAP) ($ in thousands except per share figures)
Three months Nine months
ended ended
September 30, 2025 September 30, 2025
Management fees $ 3,698 8,246
Selling, general and
administrative expenses 3,960 11,690
--- ------------- ----------------
Income from operations (262) (3,444)
Total other income
(expense) 94 166
--- ------------- ----------------
Income (loss) before
income taxes (168) (3,278)
Income tax (expense) (63) (930)
--- ------------- ----------------
Net income (loss) (231) (4,208)
Net income (loss)
attributable to
non-controlling interest -- --
--- ------------- ----------------
Net income (loss)
attributable to common
stockholders (231) (4,208)
Net income (loss) per
share attributable to
common stockholders -
diluted $ (0.03) (0.49)
=== ============= ================
Adjustments to reconcile
Fee-Related Earnings to
net income (loss)
attributable to common
stockholders:
-------------------------
Add: Equity-based
compensation at
CompoSecure (1) 1,324 3,782
Add: Pro forma management
fees from Jan 1, 2025 to
Feb 27, 2025 (2) -- 2,046
Add: Spin-Off costs (3) -- 290
Net tax impact of
adjustments (4) -- (724)
--- ------------- ----------------
Fee-Related Earnings 1,093 1,186
Fee-Related Earnings per
share - diluted $ 0.13 0.14
=== ============= ================
(1) Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the CompoSecure Equity Plan. Equity granted under the CompoSecure Equity Plan relates to CompoSecure Class A common stock and has no impact on Resolute Holdings' common stock outstanding.
(2) Incremental management fees as if the CompoSecure Management Agreement was executed on January 1, 2025.
(3) One-time costs associated with the Spin-Off from CompoSecure.
(4) Tax-effect of adjustments at a 31% effective tax rate. Only applied to those adjustments that would impact Resolute Holdings' taxes. Equity-based compensation expense under the CompoSecure Equity Plan is expensed for tax purposes at CompoSecure and not Resolute Holdings.
____________
(1 CompoSecure, Inc. expected to be renamed prior to closing with CompoSecure and Husky expected to be separate reporting subsidiaries.)
Exhibit -- Structural Relationship & Non-GAAP Financial Summary
About Resolute Holdings Management, Inc.
Resolute Holdings (NYSE: RHLD) is an alternative asset management platform led by David Cote and Tom Knott that provides operating management services including the oversight of capital allocation strategy, operational practices, and M&A sourcing and execution at CompoSecure Holdings and other managed businesses in the future. Resolute Holdings brings a differentiated approach to long-term value creation through the systematic deployment of the Resolute Operating System, which will create value at both the underlying managed businesses and at Resolute Holdings. For additional information on Resolute Holdings, please refer to Resolute Holdings' filings with the U.S. Securities and Exchange Commission or please visit www.resoluteholdings.com.
Cautionary Note Concerning 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 Resolute Holdings believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, Resolute Holdings 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 Resolute Holdings' expectations regarding personnel, the completion of CompoSecure's pending acquisition of Husky and the anticipated benefits thereof, potential future investments and opportunities, future platform acquisitions, limited profitability for the year ending December 31, 2025, revenues from management fees, the deployment of the Resolute Operating System, market opportunities, possible or assumed future actions, business strategies, events, or results of operations, and other matters, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates" or "intends" 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 Resolute Holdings' future results and could cause those results or other outcomes to differ materially from those expressed or implied in Resolute Holdings' forward-looking statements: the timing and amount of the management fees payable to Resolute Holdings, including unexpected fluctuations therein, unexpected changes in costs, risks associated with the implementation of the Resolute Operating System, unexpected market and macroeconomic developments, demand for Resolute Holdings' services, the ability of Resolute Holdings to grow and manage growth profitably, compete within its industry and attract and retain its key employees; risks associated with the completion of CompoSecure's pending acquisition of Husky and the transactions related thereto, on the timeline anticipated or at all, including the anticipated benefits to CompoSecure and to Resolute Holdings of such transactions; the possibility that Resolute Holdings may be adversely impacted by other global economic, business, competitive and/or other factors, including but not limited to inflationary pressures, volatile interest rates, variable tariff policies or intensified disruptions in the global financial markets; the outcome of any legal proceedings that may be instituted against Resolute Holdings or others; future exchange and interest rates; and other risks and uncertainties, including those under "Risk Factors" in filings that have been made or will be made with the Securities and Exchange Commission. Resolute Holdings 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 includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and that may be different from non-GAAP financial measures used by other companies. Resolute Holdings believes Fee-Related Earnings and Fee-Related Earnings per share are useful to investors in evaluating Resolute Holdings' financial performance. Resolute Holdings believes that these non-GAAP financial measures depict the performance of the business and underlying economics attributable to Resolute Holdings common stockholders. Fee-Related Earnings and Fee-Related Earnings per share should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from Fee-Related Earnings and Fee-Related Earnings per share are significant components in understanding and assessing Resolute Holdings' financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income, net income per share, 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.
For investor inquiries, please contact:
Resolute Holdings
(212) 256-8405
info@resoluteholdings.com
Consolidated Balance Sheets
Resolute Holdings Management, Inc.
($ in thousands, except par value and share amounts)
September 30, December 31,
2025 2024
--------------- ----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 98,247 $ 71,589
Short-term investments 49,727 --
Accounts receivable 64,172 47,449
Inventories, net 43,746 44,833
Prepaid expenses and other current
assets 3,270 2,696
Deferred tax asset 24 24
---------- ---------
Total current assets 259,186 166,591
Property and equipment, net 20,059 23,448
Right of use assets, net 9,213 5,404
Derivative asset - interest rate swap 613 2,749
Deposits and other assets 4,102 3,600
---------- ---------
Total assets $ 293,173 $ 201,792
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 12,727 $ 5,691
Accrued expenses 40,593 31,091
Current portion of long-term debt 15,000 11,250
Current portion of lease
liabilities -- operating leases 2,208 2,113
---------- ---------
Total current liabilities 70,528 50,145
Long-term debt, net of deferred
financing costs 173,431 184,389
Lease liabilities, operating leases 7,633 3,888
---------- ---------
Total liabilities 251,592 238,422
Commitments and contingencies (Note
17) -- --
Preferred stock, $0.0001 par value;
100,000,000 shares authorized, 0
shares issued and outstanding -- --
Common stock, $0.0001 par value;
1,000,000,000 shares authorized,
8,525,998 and 0 shares issued and
outstanding as of September 30, 2025
and December 31, 2024,
respectively. -- --
Additional paid-in capital 17,373 1,544
Accumulated deficit (6,542) (2,334)
---------- ---------
Total stockholders' equity
(deficit) 10,831 (790)
Non-controlling interest 30,750 (35,840)
---------- ---------
Total equity (deficit) 41,581 (36,630)
---------- ---------
Total liabilities and stockholders'
equity (deficit) $ 293,173 $ 201,792
========== =========
Consolidated Statements of Operations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)
Three months ended Nine months ended
September 30, September 30,
-------------------- ----------------------
2025 2024 2025 2024
-------- --------- --------- -----------
Net sales $120,865 $107,135 $344,346 $319,712
Cost of sales 49,538 51,727 149,672 153,019
------- ------- ------- -------
Gross profit 71,327 55,408 194,674 166,693
Operating
expenses:
Selling, general
and
administrative
expenses 29,872 22,560 86,965 68,011
------- ------- ------- -------
Income from
operations 41,455 32,848 107,709 98,682
------- ------- ------- -------
Other income
(expense):
Change in fair
value of
derivative
liability -
convertible
notes
redemption
make-whole
provision -- 544 -- 425
Interest income 1,555 1,146 4,136 3,350
Interest expense (3,374) (6,303) (10,134) (19,275)
Amortization of
deferred
financing
costs (167) (249) (463) (908)
Loss on
extinguishment
of debt -- (148) -- (148)
------- ------- ------- -------
Total other
expense,
net (1,986) (5,010) (6,461) (16,556)
------- ------- ------- -------
Income (loss)
before income
taxes 39,469 27,838 101,248 82,126
Income tax
(expense) (63) -- (930) --
------- ------- ------- -------
Net income (loss) $ 39,406 $ 27,838 $100,318 $ 82,126
======= ======= ======= =======
Net income (loss)
attributable to
non-controlling
interest 39,637 27,838 104,526 82,126
Net income (loss)
attributable to
common
stockholders $ (231) $ -- $ (4,208) $ --
======= ======= ======= =======
Net income (loss)
per share
attributable to
common
stockholders -
basic & diluted $ (0.03) $ -- $ (0.49) $ --
Weighted average
shares used to
compute net
income (loss) per
share
attributable to
common
stockholders -
basic & diluted
(in thousands) 8,526 8,526 8,526 8,526
Consolidated Statements of Cash Flows
Resolute Holdings Management, Inc.
($ in thousands)
Nine months ended September 30,
---------------------------------------
2025 2024
--------------------- ----------------
Cash flows from operating
activities:
Net income (loss) $ 100,318 $ 82,126
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities
Depreciation and
amortization 6,902 6,932
Equity-based compensation
expense 19,545 14,598
Amortization of deferred
financing costs 463 958
Non-cash operating lease
expense 1,875 1,753
Non-cash interest (708) --
Loss on extinguishment of
debt -- 148
Change in fair value of
derivative liability --
convertible notes
redemption make-whole
provisions -- (425)
Changes in assets and
liabilities
Accounts receivable (16,723) (3,311)
Inventories 1,087 (2,550)
Prepaid expenses and other
assets (574) 1,435
Accounts payable 7,036 2,848
Accrued expenses 9,502 5,355
Lease liabilities (1,844) (1,828)
------------- ------------
Net cash provided by operating
activities 126,879 108,039
------------- ------------
Cash flows from investing
activities:
Purchase of property and
equipment (2,951) (4,782)
Capitalized software costs (1,235) (729)
Purchases of short-term
investments (52,019) --
Maturities of short-term
investments 3,000 --
------------- ------------
Net cash used in investing
activities (53,205) (5,511)
------------- ------------
Cash flows from financing
activities:
Payment of CompoSecure
Holdings term loan (7,500) (10,333)
Distributions to
CompoSecure Holdings
members (18,933) (75,250)
Contribution by
CompoSecure Holdings 11,869 --
Contribution to Resolute
Holdings (11,869) --
Payments for taxes related
to net share settlement
of CompoSecure equity
awards (20,583) (8,432)
Deferred finance costs
related to debt
modifications -- (1,889)
------------- ------------
Net cash used in financing
activities (47,016) (95,904)
------------- ------------
Net increase (decrease) in cash
and cash equivalents 26,658 6,624
Cash and cash equivalents,
beginning of period 71,589 38,191
Cash and cash equivalents, end
of period $ 98,247 $ 44,815
============= ============
Supplementary disclosure of
cash flow information:
Cash paid for interest
expense $ 9,883 $ 16,987
Supplemental disclosure of
non-cash financing
activities:
Consolidation of CompoSecure
Holdings net assets
(liabilities), excluding
cash, from execution of
CompoSecure Management
Agreement $ (98,508) $ --
Derivative asset - interest
rate swap $ (2,136) $ (2,483)
Segment Statements of Operations and Non-GAAP Reconciliations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)
Three months ended Nine months ended
September 30, 2025 September 30, 2025
($ in thousands except per share figures) ($ in thousands except per share figures)
-------------------------------------------------------------- --------------------------------------------------------------
Resolute CompoSecure Intercompany/ Resolute CompoSecure Intercompany/
Holdings Holdings Eliminations Consolidated Holdings Holdings Eliminations Consolidated
---------- ------------- ----------------- ---------------- ----------- ------------- ----------------- ----------------
Management fees $3,698 $ -- $ (3,698) $ -- $ 8,246 $ -- $ (8,246) $ --
Product sales -- 120,865 -- 120,865 -- 344,346 -- 344,346
----- -------- ------- ---- -------- ------ -------- -------- --- --- --------
Net sales 3,698 120,865 (3,698) 120,865 8,246 344,346 (8,246) 344,346
Cost of sales -- 49,538 -- 49,538 -- 149,672 -- 149,672
----- -------- ------- ---- -------- ------ -------- -------- --- --- --------
Gross profit 3,698 71,327 (3,698) 71,327 8,246 194,674 (8,246) 194,674
Total selling,
general and
administrative
expenses 3,960 29,610 (3,698) 29,872 11,690 85,331 (10,056) 86,965
----- -------- ------- --- -------- ------ -------- -------- --- --------
Income from
operations (262) 41,717 -- 41,455 (3,444) 109,343 1,810 107,709
Total other
income
(expense) 94 (2,080) -- (1,986) 166 (6,627) -- (6,461)
----- -------- ------- ---- -------- ------ -------- -------- --- --- --------
Income (loss)
before income
taxes (168) 39,637 -- 39,469 (3,278) 102,716 1,810 101,248
Income tax
(expense) (63) -- -- (63) (930) -- -- (930)
----- -------- ------- ---- -------- ------ -------- -------- --- --- --------
Net income (loss) (231) 39,637 -- 39,406 (4,208) 102,716 1,810 100,318
Net income (loss)
attributable to
non-controlling
interest -- 39,637 -- 39,637 -- 102,716 1,810 104,526
----- -------- ------- ---- -------- ------ -------- -------- --- --- --------
Net income (loss)
attributable to
common
stockholders (231) -- -- (231) (4,208) -- -- (4,208)
Net income (loss)
per share
attributable to
common
stockholders -
diluted $(0.03) $ (0.03) $ (0.49) $ (0.49)
===== ========= ============= ======== ====== ========= ============= === ========
Add: Equity-based
compensation at
CompoSecure (1) 1,324 1,324 3,782 3,782
Add: Pro forma
management fees
from Jan 1, 2025
to Feb 27, 2025
(2) -- -- 2,046 2,046
Add: Spin-Off
costs (3) -- -- 290 290
Net tax impact of
adjustments (4) -- -- (724) (724)
----- --------- ------------- -------- ------ --------- ------------- --- --------
Fee-Related
Earnings 1,093 1,093 1,186 1,186
Fee-Related
Earnings per
share - diluted $ 0.13 $ 0.13 $ 0.14 $ 0.14
===== ========= ============= ======== ====== ========= ============= === ========
Diluted weighted
average shares
used to
compute:
Net income (loss)
per share
attributable to
common
stockholders (in
thousands) 8,526 8,526 8,526 8,526
Fee-Related
Earnings per
share (in
thousands) 8,556 8,556 8,536 8,536
(1) Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the CompoSecure Equity Plan. Equity granted under the CompoSecure Equity Plan relates to CompoSecure Class A common stock and has no impact on Resolute Holdings' common stock outstanding.
(2) Incremental management fees as if the CompoSecure Management Agreement was executed on January 1, 2025.
(3) One-time costs associated with the Spin-Off from CompoSecure.
(4) Tax-effect of adjustments at a 31% effective tax rate. Only applied to those adjustments that would impact Resolute Holdings' taxes. Equity-based compensation expense under the CompoSecure Equity Plan is expensed for tax purposes at CompoSecure and not Resolute Holdings.
Additional Information
Segment Balance Sheets
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)
September 30, 2025 December 31, 2024
($ in thousands) ($ in thousands)
---------------------------------------------------------- ------------------------------------------------------------
Resolute CompoSecure Intercompany/ Resolute CompoSecure Intercompany/
Holdings Holdings Eliminations Consolidated Holdings Holdings Eliminations Consolidated
-------- ------------- ----------------- -------------- -------- ------------- ----------------- ----------------
ASSETS
CURRENT ASSETS
Cash and cash
equivalents $ 1,016 $ 97,231 $ -- $ 98,247 $ -- $ 71,589 $ -- $ 71,589
Short-term
investments 9,060 40,667 -- 49,727 -- -- -- --
Accounts
receivable 3,698 64,172 (3,698) 64,172 -- 47,449 -- 47,449
Inventories, net -- 43,746 -- 43,746 -- 44,833 -- 44,833
Prepaid expenses
and other current
assets 395 2,875 -- 3,270 -- 2,696 -- 2,696
Deferred tax asset 24 -- -- 24 24 -- -- 24
------ --------- --- -------- --- -------- ------ -------- ---- ------- --- --------
Total current
assets 14,193 248,691 (3,698) 259,186 24 166,567 -- 166,591
Property and
equipment, net -- 20,059 -- 20,059 -- 23,448 -- 23,448
Right of use assets,
net 1,076 8,137 -- 9,213 -- 5,404 -- 5,404
Derivative asset -
interest rate swap -- 613 -- 613 -- 2,749 -- 2,749
Deposits and other
assets -- 4,102 -- 4,102 -- 3,600 -- 3,600
------ --------- --- -------- --- -------- ------ -------- ---- ------- --- --------
Total assets 15,269 281,602 (3,698) 293,173 24 201,768 -- 201,792
====== ========= === ======== === ======== ====== ======== ==== ======= === ========
LIABILITIES AND
STOCKHOLDERS'
EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable 104 12,557 66 12,727 -- 5,691 -- 5,691
Accrued expenses 3,259 41,032 (3,698) 40,593 814 30,954 (677) 31,091
Current portion of
long-term debt -- 15,000 -- 15,000 -- 11,250 -- 11,250
Current portion of
lease liabilities
-- operating
leases 76 2,132 -- 2,208 -- 2,113 -- 2,113
------ --------- --- -------- --- -------- ------ -------- ---- ------- --- --------
Total current
liabilities 3,439 70,721 (3,632) 70,528 814 50,008 (677) 50,145
Long-term debt, net
of deferred
financing costs -- 173,431 -- 173,431 -- 184,389 -- 184,389
Lease liabilities,
operating leases 999 6,634 -- 7,633 -- 3,888 -- 3,888
------ --------- --- -------- --- -------- ------ -------- ---- ------- --- --------
Total
liabilities 4,438 250,786 (3,632) 251,592 814 238,285 (677) 238,422
Additional paid-in
capital 17,373 -- -- 17,373 1,544 -- -- 1,544
Accumulated deficit (6,542) -- -- (6,542) (2,334) -- -- (2,334)
------ --------- --- -------- --- -------- ------ -------- ---- ------- --- --------
Total
stockholders'
equity
(deficit) 10,831 -- -- 10,831 (790) -- -- (790)
Non-controlling
interest -- 30,816 (66) 30,750 -- (36,517) 677 (35,840)
------ --------- --- -------- --- -------- ------ -------- ---- ------- --- --------
Total equity
(deficit) 10,831 30,816 (66) 41,581 (790) (36,517) 677 (36,630)
------ --------- --- -------- --- -------- ------ -------- ---- ------- --- --------
Total liabilities
and stockholders'
equity (deficit) $15,269 $ 281,602 $ (3,698) $ 293,173 $ 24 $ 201,768 $ -- $ 201,792
====== ========= === ======== === ======== ====== ======== ==== ======= === ========
A figure accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/aca22370-d3d7-4dbf-9f1a-ee7fa1b16cc0
(END) Dow Jones Newswires
November 03, 2025 05:00 ET (10:00 GMT)