NEW YORK, March 12, 2026 (GLOBE NEWSWIRE) -- Resolute Holdings Management, Inc. ("Resolute Holdings") $(RHLD)$, an operating management company responsible for providing management services to the operating businesses of GPGI, Inc. ("GPGI") $(GPGI)$, today reported financial results for its fiscal fourth quarter and year ended December 31, 2025. Resolute Holdings reported fourth quarter earnings per share attributable to common stockholders of ($0.20) and Non-GAAP Fee-Related Earnings per share of ($0.04). For the year ended December 31, 2025, Resolute Holdings reported earnings per share attributable to common stockholders of ($0.69) and Non-GAAP Fee-Related Earnings per share of $0.11. As a result of and following the execution of the management agreement with Husky Holdings LLC in January 2026, we expect our fee stream and profitability to increase meaningfully in 2026.
As a result of the spin-off from GPGI and execution of the management agreement with GPGI Holdings, L.L.C. ("GPGI Holdings"), Resolute Holdings is required to consolidate the financial results of GPGI Holdings (and its subsidiaries, including Husky Holdings LLC) in accordance with U.S. GAAP. This presentation of financial results does not represent the underlying economics or the positive attributes of Resolute Holdings' standalone business model, which consist of recurring, long-duration management fees and a relatively fixed expense base. The results of the Resolute Holdings standalone business and associated Non-GAAP Fee-Related Earnings calculation are included below to provide a clear picture of the economic performance of the business directly attributable to shareholders of RHLD. This release includes such results presented in accordance with U.S. GAAP, as well as certain Non-GAAP measures, including Fee-Related Earnings. See "Use of Non-GAAP Financial Measures" below.
Resolute Holdings Segment Financial Information (GAAP);
Fee-Related Earnings and Fee-Related Earnings Per
Share (Non-GAAP) ($ in thousands except per share
figures)
Three months Year
ended ended
December 31, 2025 December 31, 2025
Management fees $ 4,032 12,278
Selling, general and
administrative expenses 5,877 17,567
--- ------------ ---------------
Income from operations (1,845) (5,289)
Total other income (expense) 85 251
--- ------------ ---------------
Income (loss) before income
taxes (1,760) (5,038)
Income tax (expense) 45 (885)
--- ------------ ---------------
Net income (loss) (1,715) (5,923)
Net income (loss)
attributable to
non-controlling interest -- --
--- ------------ ---------------
Net income (loss)
attributable to common
stockholders (1,715) (5,923)
Net income (loss) per share
attributable to common
stockholders - diluted $ (0.20) (0.69)
=== ============ ===============
Adjustments to reconcile
Fee-Related Earnings to net
income (loss) attributable
to common stockholders:
---------------------------
Add: Equity-based
compensation at GPGI (1) 1,376 5,157
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) -- (654)
--- ------------ ---------------
Fee-Related Earnings (339) 916
Fee-Related Earnings per
share - diluted $ (0.04) 0.11
=== ============ ===============
(1) Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI Equity Plan. Equity granted under the GPGI Equity Plan relates to GPGI 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 GPGI.
(4) Tax-effect of adjustments at a 28% nominal tax rate. Only applied to those adjustments that would impact Resolute Holdings' taxes. Equity-based compensation expense under the GPGI Equity Plan is expensed for tax purposes at GPGI and not Resolute Holdings.
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 managed businesses under GPGI, Inc. Resolute Holdings brings a differentiated approach to long-term value creation through the systematic deployment of the Resolute Operating System, which is designed to 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 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 acquisition of Husky and the transactions related thereto including the anticipated benefits to GPGI 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)
December 31, December 31,
2025 2024
-------------- ----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 161,369 $ 71,589
Short-term investments 44,126 --
Accounts receivable 44,220 47,449
Inventories, net 44,214 44,833
Prepaid expenses and other current
assets 3,542 2,696
Deferred tax asset 180 24
--------- ---------
Total current assets 297,651 166,591
Property and equipment, net 21,803 23,448
Right of use assets, net 9,957 5,404
Derivative asset - interest rate swap -- 2,749
Deposits and other assets 4,004 3,600
--------- ---------
Total assets $ 333,415 $ 201,792
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 11,925 $ 5,691
Accrued expenses 48,363 31,091
Current portion of long-term debt 15,000 11,250
Current portion of lease
liabilities -- operating leases 2,239 2,113
--------- ---------
Total current liabilities 77,527 50,145
Long-term debt, net of deferred
financing costs 169,791 184,389
Lease liabilities, operating leases 8,331 3,888
--------- ---------
Total liabilities 255,649 238,422
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,
8,500,694 and 0 shares issued and
outstanding as of December 31, 2025
and December 31, 2024, respectively. -- --
Additional paid-in capital 18,883 1,544
Accumulated deficit (8,257) (2,334)
Treasury stock (4,103) --
--------- ---------
Total stockholders' equity
(deficit) 6,523 (790)
Non-controlling interest 71,243 (35,840)
--------- ---------
Total equity (deficit) 77,766 (36,630)
--------- ---------
Total liabilities and stockholders'
equity (deficit) $ 333,415 $ 201,792
========= =========
Consolidated Statements of Operations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)
Year ended
December 31,
----------------------
2025 2024
--------- -----------
Net sales $462,055 $420,571
Cost of sales 201,843 201,344
------- -------
Gross profit 260,212 219,227
Operating expenses:
Selling, general and administrative
expenses 116,953 92,680
------- -------
Income from operations 143,259 126,547
------- -------
Other income (expense):
Change in fair value of derivative
liability - convertible notes redemption
make-whole provision -- 425
Interest income 5,471 4,579
Interest expense (13,198) (20,177)
Amortization of deferred financing costs (629) (1,104)
Loss on extinguishment of debt -- (148)
------- -------
Total other expense, net (8,356) (16,425)
------- -------
Income (loss) before income taxes 134,903 110,122
Income tax (expense) (885) 24
------- -------
Net income (loss) $134,018 $110,146
======= =======
Net income (loss) attributable to
non-controlling interest 139,941 112,480
Net income (loss) attributable to common
stockholders $ (5,923) $ (2,334)
======= =======
Net income (loss) per share attributable to
common stockholders - basic & diluted $ (0.69) $ (0.27)
Weighted average shares used to compute net
income (loss) per share attributable to
common stockholders - basic & diluted (in
thousands) 8,523 8,526
Consolidated Statements of Cash Flows
Resolute Holdings Management, Inc.
($ in thousands)
Year ended December 31,
-----------------------------
2025 2024
-------------- -------------
Cash flows from operating activities:
Net income (loss) $ 134,018 $ 110,146
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities
Depreciation and amortization 9,377 9,174
Equity-based compensation expense 26,799 19,894
Amortization of deferred financing
costs 629 1,155
Non-cash operating lease expense 2,505 2,336
Non-cash interest (1,106) --
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 3,229 (6,961)
Inventories 619 7,707
Prepaid expenses and other assets (1,002) 2,321
Accounts payable 6,234 521
Accrued expenses 17,272 8,535
Lease liabilities (2,488) (2,450)
--------- ---------
Net cash provided by operating
activities 196,086 152,101
--------- ---------
Cash flows from investing activities:
Purchase of property and
equipment (6,857) (7,410)
Capitalized software costs (1,507) (1,035)
Purchases of short-term
investments (52,019) --
Maturities of short-term
investments 3,000 --
Sales of short-term investments 5,999 --
Investment in SAFE -- (1,500)
--------- ---------
Net cash used in investing activities (51,384) (9,945)
--------- ---------
Cash flows from financing activities:
Payment of GPGI Holdings term
loan (11,250) (12,813)
Distributions to GPGI Holdings
members (21,659) (84,897)
Contribution by GPGI Holdings 11,869 --
Contribution to Resolute Holdings (11,869) --
Payments for taxes related to net
share settlement of GPGI equity
awards (17,910) (8,944)
Share repurchases (4,103) --
Deferred finance costs related to
GPGI Holdings debt
modifications -- (2,104)
--------- ---------
Net cash used in financing activities (54,922) (108,758)
--------- ---------
Net increase (decrease) in cash and
cash equivalents 89,780 33,398
Cash and cash equivalents, beginning of
period 71,589 38,191
Cash and cash equivalents, end of
period $ 161,369 $ 71,589
========= =========
Supplementary disclosure of cash flow
information:
Cash paid for interest expense $ 12,769 $ 20,608
Supplemental disclosure of non-cash
financing activities:
Consolidation of GPGI Holdings net
assets (liabilities), excluding
cash, from execution of CompoSecure
Management Agreement $ (98,508) $ --
Operating lease ROU assets exchanged
for lease liabilities $ 6,613 $ --
Derivative asset - interest rate
swap $ (2,749) $ (2,509)
Segment Statements of Operations and Non-GAAP Reconciliations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)
Three months ended Year ended
December 31, 2025 December 31, 2025
($ in thousands except per share figures) ($ in thousands except per share figures)
------------------------------------------------------ -----------------------------------------------------
Resolute GPGI Intercompany/ Resolute GPGI Intercompany/
Holdings Holdings Eliminations Consolidated Holdings Holdings Eliminations Consolidated
-------- --------- ----------------- -------------- -------- --------- --------------- --------------
Management fees $ 4,032 $ -- $ (4,032) $ -- $12,278 $ -- $ (12,278) $ --
Product sales -- 117,709 -- 117,709 -- 462,055 -- 462,055
------ ------- --- -------- --- -------- ------ ------- --- --------- --- --------
Net sales 4,032 117,709 (4,032) 117,709 12,278 462,055 (12,278) 462,055
Cost of sales -- 52,171 -- 52,171 -- 201,843 -- 201,843
------ ------- --- -------- --- -------- ------ ------- --- --------- --- --------
Gross profit 4,032 65,538 (4,032) 65,538 12,278 260,212 (12,278) 260,212
Total selling,
general and
administrative
expenses 5,877 28,143 (4,032) 29,988 17,567 113,474 (14,088) 116,953
------ ------- --- -------- --- -------- ------ ------- --- --------- --- --------
Income from
operations (1,845) 37,395 -- 35,550 (5,289) 146,738 1,810 143,259
Total other
income
(expense) 85 (1,980) -- (1,895) 251 (8,607) -- (8,356)
------ ------- --- -------- --- -------- ------ ------- --- --------- --- --------
Income (loss)
before income
taxes (1,760) 35,415 -- 33,655 (5,038) 138,131 1,810 134,903
Income tax
(expense) 45 -- -- 45 (885) -- -- (885)
------ ------- --- -------- --- -------- ------ ------- --- --------- --- --------
Net income (loss) (1,715) 35,415 -- 33,700 (5,923) 138,131 1,810 134,018
Net income (loss)
attributable to
non-controlling
interest -- 35,415 -- 35,415 -- 138,131 1,810 139,941
------ ------- --- -------- --- -------- ------ ------- --- --------- --- --------
Net income (loss)
attributable to
common
stockholders (1,715) -- -- (1,715) (5,923) -- -- (5,923)
Net income (loss)
per share
attributable to
common
stockholders -
diluted $ (0.20) $ (0.20) $ (0.69) $ (0.69)
====== ======== === ============ === ======== ====== ======== === ========== === ========
Adjustments to
reconcile
fee-related
earnings to net
income (loss)
attributable to
common
stockholders:
----------------
Add: Equity-based
compensation at
GPGI (1) 1,376 1,376 5,157 5,157
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) -- -- (654) (654)
------ -------- --- ------------ --- -------- ------ -------- --- ---------- --- --------
Fee-Related
Earnings (339) (339) 916 916
Fee-Related
Earnings per
share - diluted $ (0.04) $ (0.04) $ 0.11 $ 0.11
====== ======== === ============ === ======== ====== ======== === ========== === ========
Diluted weighted
average shares
used to
compute:
Net income (loss)
per share
attributable to
common
stockholders (in
thousands) 8,515 8,515 8,523 8,523
Fee-Related
Earnings per
share (in
thousands) 8,591 8,591 8,550 8,550
(1) Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI Equity Plan. Equity granted under the GPGI Equity Plan relates to GPGI 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 GPGI.
(4) Tax-effect of adjustments at a 28% nominal tax rate. Only applied to those adjustments that would impact Resolute Holdings' taxes. Equity-based compensation expense under the GPGI Equity Plan is expensed for tax purposes at GPGI and not Resolute Holdings.
Additional Information
Segment Balance Sheets
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)
December 31, 2025 December 31, 2024
($ in thousands) ($ in thousands)
----------------------------------------------------- --------------------------------------------------------
Resolute GPGI Intercompany/ Resolute GPGI Intercompany/
Holdings Holdings Eliminations Consolidated Holdings Holdings Eliminations Consolidated
-------- -------- ----------------- -------------- -------- --------- ----------------- ----------------
ASSETS
CURRENT ASSETS
Cash and cash
equivalents $ 4,410 $156,959 $ -- $ 161,369 $ -- $ 71,589 $ -- $ 71,589
Short-term
investments 3,050 41,076 -- 44,126 -- -- -- --
Accounts
receivable 4,032 44,220 (4,032) 44,220 -- 47,449 -- 47,449
Inventories, net -- 44,214 -- 44,214 -- 44,833 -- 44,833
Prepaid expenses
and other current
assets 417 3,125 -- 3,542 -- 2,696 -- 2,696
Deferred tax asset 180 -- -- 180 24 -- -- 24
------ ------- --- -------- --- -------- ------ ------- ---- ------- --------
Total current
assets 12,089 289,594 (4,032) 297,651 24 166,567 -- 166,591
Property and
equipment, net -- 21,803 -- 21,803 -- 23,448 -- 23,448
Right of use assets,
net 1,059 8,898 -- 9,957 -- 5,404 -- 5,404
Derivative asset -
interest rate swap -- -- -- -- -- 2,749 -- 2,749
Deposits and other
assets -- 4,004 -- 4,004 -- 3,600 -- 3,600
------ ------- --- -------- --- -------- ------ ------- ---- ------- --------
Total assets 13,148 324,299 (4,032) 333,415 24 201,768 -- 201,792
====== ======= === ======== === ======== ====== ======= ==== ======= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES
Accounts payable 45 11,814 66 11,925 -- 5,691 -- 5,691
Accrued expenses 5,522 46,873 (4,032) 48,363 814 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 79 2,160 -- 2,239 -- 2,113 -- 2,113
------ ------- --- -------- --- -------- ------ ------- ---- ------- --------
Total current
liabilities 5,646 75,847 (3,966) 77,527 814 50,008 (677) 50,145
Long-term debt, net
of deferred
financing costs -- 169,791 -- 169,791 -- 184,389 -- 184,389
Lease liabilities,
operating leases 979 7,352 -- 8,331 -- 3,888 -- 3,888
------ ------- --- -------- --- -------- ------ ------- ---- ------- --------
Total
liabilities 6,625 252,990 (3,966) 255,649 814 238,285 (677) 238,422
Additional paid-in
capital 18,883 -- -- 18,883 1,544 -- -- 1,544
Accumulated deficit (8,257) -- -- (8,257) (2,334) -- -- (2,334)
Treasury stock (4,103) -- -- (4,103)
------ ------- --- -------- --- -------- ------- -------- ---- ----------- ------------
Total
stockholders'
equity
(deficit) 6,523 -- -- 6,523 (790) -- -- (790)
Non-controlling
interest -- 71,309 (66) 71,243 -- (36,517) 677 (35,840)
------ ------- --- -------- --- -------- ------ ------- ---- ------- --------
Total equity
(deficit) 6,523 71,309 (66) 77,766 (790) (36,517) 677 (36,630)
------ ------- --- -------- --- -------- ------ ------- ---- ------- --------
Total liabilities and
stockholders' equity
(deficit) $13,148 $324,299 $ (4,032) $ 333,415 $ 24 $201,768 $ -- $ 201,792
====== ======= === ======== === ======== ====== ======= ==== ======= ========
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/b15feec3-368e-4d8b-ae08-7dae2faa79bc
(END) Dow Jones Newswires
March 12, 2026 07:05 ET (11:05 GMT)