Resolute Holdings Reports Third Quarter 2025 Results

Source: Nasdaq GlobeNewswire / 03 Nov 2025 05:00:00 America/New_York

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 CompoSecure¹, 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.}

____________
_{¹CompoSecure, 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

Non-GAAP financials best reflect underlying entity structure and unique earnings streams

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

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

Resolute Holdings Reports Third Quarter 2025 Results

Relationship Between CMPO & RHLD

Non-GAAP financials best reflect underlying entity structure and unique earnings streams

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