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[email protected]
Consolidated Balance SheetsResolute 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 OperationsResolute 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 FlowsResolute 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:
