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Gpgi, Inc.
GPGI Reports Strong Fourth Quarter with Organic Revenue Growth of 17%, Net Income Growth of 189%, and Pro Forma Adjusted EBITDA Growth of 41%
Business
Mar 12 2026
20 min read

GPGI Reports Strong Fourth Quarter with Organic Revenue Growth of 17%, Net Income Growth of 189%, and Pro Forma Adjusted EBITDA Growth of 41%

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Fourth Quarter 2025
Results compared to prior year period unless otherwise noted; does not include results for Husky Technologies

  • Non-GAAP Net Sales of $118 million, up 17%

  • GAAP Net Income of $43 million, up 189%

  • Pro Forma Adj. EBITDA of $43 million, up 41%, and Pro Forma Adj. EBITDA margin of 36.5%, up 640 basis points

Full Year 2025
Results compared to prior year period unless otherwise noted; does not include results for Husky Technologies

  • Non-GAAP Net Sales of $462 million, up 10%

  • GAAP Net Loss of $136 million, down 48%

  • Pro Forma Adj. EBITDA of $171 million, up 24%, and Pro Forma Adj. EBITDA margin of 36.9%, up 408 basis points

Recent Business Developments

  • Completed business combination with Husky Technologies, rebranded to GPGI, completed debt refinancing to extend maturities and support future growth, and initiated a quarterly cash dividend

  • Appointed Graham Robinson as President & CEO of CompoSecure and Rob Domodossola as President & CEO of Husky Technologies

Full Year 2026 Outlook
Following annual guidance is based upon expectations for the combined results of CompoSecure and Husky Technologies. Guidance for Non-GAAP Pro Forma Adjusted EBITDA includes payment of the Resolute Holdings management fee.

  • Pro Forma Adj. Net Sales of $2,183 to $2,228 million

  • Pro Forma Adj. EBITDA of $620 to $650 million

  • Pro Forma Adj. Free Cash Flow of $325 to $375 million

  • Non-GAAP Year-end Net LTM Leverage less than 3.0x

NEW YORK, March 12, 2026 (GLOBE NEWSWIRE) -- GPGI, Inc. (NYSE: GPGI), a diversified multi-industry platform for companies with great positions in good industries, today announced its financial and operating results for the fourth quarter and full year ended December 31, 2025.

Dave Cote, GPGI’s Executive Chairman, noted: “We are pleased with the strong fourth quarter and full year results that demonstrate our continued momentum and reinforce our position for long-term sustainable growth. We are confident in the strong underlying fundamentals for both businesses and are well positioned to deliver best-in-class top line growth, margin expansion, and healthy free cash flow generation in 2026.”

Tom Knott, GPGI’s Chief Investment Officer, added: “GPGI enters 2026 with significant momentum and energy under new leadership at CompoSecure and Husky Technologies. The Resolute Operating System continues to serve as the foundation of our execution, and we remain focused on making foundational investments to drive growth, as well as cultivating a high-performance culture across GPGI.”

Financial Results – Fourth Quarter and Full Year 2025 at CompoSecure (Pre-Husky Transaction)

Financial Results – Fourth Quarter and Full Year 2025 at CompoSecure (Pre-Husky Transaction)


(1) All measures other than Net Income (Loss) / Adjusted Net Income (Loss), Pro Forma Adjusted EBITDA, and EPS / Adjusted EPS – Diluted are identical on a GAAP and non-GAAP basis, because such measures have historically been shown on a consolidated basis. (2) Pro Forma Adjusted EBITDA includes $4.0mm and $3.3mm management fee expense in 4Q25 and 4Q24, respectively. It was included as a pro forma adjustment to 4Q24 to allow for comparability across periods. (3) As of December 31, 2025, $157.0mm of cash was held at GPGI Holdings, and not included in the GAAP results. (4) Investment in U.S. treasury bills as of December 31, 2025. (5) Pro Forma Adjusted EBITDA includes $14.3mm and $13.2mm management fee expense in FY25 and FY24, respectively. It was included as a pro forma adjustment to FY24 and 1Q25 to allow for comparability across periods. (6) As of December 31, 2025, $157.0mm of cash was held at GPGI Holdings, and not included in the GAAP results. (7) Investment in US treasury bills as of December 31, 2025.

Note on Accounting Treatment

As a result of the spin-off of Resolute Holdings Management, Inc. (“Resolute Holdings”) on February 28, 2025 and the execution of the management agreement with Resolute Holdings (the “CompoSecure Management Agreement”), GPGI is required to account for the operating results of its wholly owned operating subsidiary, GPGI Holdings, L.L.C. (“GPGI Holdings”), under the equity method in accordance with U.S. GAAP, effective February 28, 2025. Both the CompoSecure and Husky Technologies business units are under GPGI Holdings.

The GAAP results presented above for the fourth quarter and full year 2025 reflect the conversion to equity method accounting. For clarity of comparisons and to best reflect the financial results, the Company is also presenting the fourth quarter and full year 2025 on a consolidated basis consistent with historical presentation under the “Non-GAAP” headings.

Fourth Quarter and Full Year 2025 Earnings Conference Call

GPGI’s leadership team will discuss the Company’s results during a conference call on Thursday, March 12, 2026, starting at 8:00 a.m. EDT. The call and accompanying presentation will contain forward-looking statements and other material information regarding GPGI’s financial and operating results. A live webcast and replay of the call will be available on the Events & Presentations section of GPGI’s website at https://gpgi.com/events-presentations/.
  
Date: Thursday, March 12, 2026
Time: 8:00 a.m. EDT
Dial-in registration link: Here
Live webcast registration link: Here

About GPGI

GPGI, Inc. (NYSE: GPGI) is a diversified, multi-industry platform for companies with great positions in good industries. The platform is managed by Resolute Holdings Management, Inc. (NYSE: RHLD) and is purpose-built to acquire, own, and scale high-quality businesses led by great operators, benefiting from a permanent capital base and the systematic deployment of the Resolute Operating System. GPGI currently consists of CompoSecure and Husky Technologies – two market leaders with best-in-class financials and durable opportunities for growth. For more information, please visit GPGI.com.

About CompoSecure, a GPGI Company

Founded in 2000, CompoSecure is a technology partner to market leaders, fintechs, and consumers enabling trust for millions of people around the globe. CompoSecure is a leader in metal payment cards, security, and authentication solutions. CompoSecure combines elegance, simplicity, and security to deliver exceptional experiences and peace of mind in the physical and digital world. CompoSecure’s innovative payment card technology and metal cards with Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. For more information, please visit CompoSecure.com and GetArculus.com.

About Husky Technologies, a GPGI Company

Founded in 1953, Husky is a technology pioneer that enables the delivery of essential needs to the global community with industry-leading expertise and service. Husky is a leader in highly engineered equipment and aftermarket services. Husky’s products are used to manufacture a wide range of plastic products, including beverage and food containers, medical devices, and consumer electronic parts. Husky provides comprehensive and integrated systems solutions that are comprised of injection molding machines, molds, hot runners, controllers, and auxiliaries. For more information, please visit Husky.co.

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 GPGI believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, GPGI 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 but not limited to statements concerning GPGI’s possible or assumed future actions, business strategies, events, results of operations, demand, the implementation and anticipated impacts of the Resolute Operating System, guidance for 2026 and statements relating to growth, margin expansion, and free cash flow generation in 2026, are forward-looking statements. In some instances, these statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “outlook” “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 GPGI’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in GPGI’s forward-looking statements: the ability of GPGI to grow and manage growth profitably, implement the Resolute Operating Sysstem successfully, maintain relationships with customers, compete within its industry and retain its key employees; the possibility that GPGI may be adversely impacted by global economic, business, competitive and/or other factors, including tariffs; the outcome of any legal proceedings that may be instituted against GPGI or others; future exchange and interest rates; changes in our accounting and/or financial presentation; anticipated demand for the products and services of GPGI’s businesses; the successful implementation of GPGI’s strategies; 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. GPGI undertakes no obligation 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

Due to the spin-off of Resolute Holdings Management, Inc. and the resulting shift to equity method accounting under GAAP beginning February 28, 2025, GPGI is presenting a broader set of Non-GAAP measures, including an Adjusted Statement of Operations (Unaudited), an Adjusted Balance Sheet (Unaudited) and an Adjusted Statement of Cash Flows (Unaudited) to provide investors with financial information that we believe allows for greater comparability with our historical financial presentation and better represents the underlying performance of the standalone business across reporting periods. This press release also includes certain additional 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. GPGI believes Non-GAAP Net Sales, Non-GAAP Gross Profit, Non-GAAP Gross Margin, EBITDA, Adjusted EBITDA, Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted EBITDA Margin, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS (Basic and Diluted), Non-GAAP Cash, Non-GAAP Net Debt, Non-GAAP Net Debt Leverage Ratio and Free Cash Flow, and related measures are useful to investors in evaluating GPGI’s financial performance. Specifically, we believe EBITDA, Adjusted EBITDA, Non-GAAP Adjusted EPS (Basic and Diluted) Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted EBITDA Margin and Non-GAAP Adjusted Net Income provide valuable insight into operational efficiency independent of capital structure and tax environment; Non-GAAP Net Sales, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Cash, Non-GAAP Net Debt, Non-GAAP Net Debt Leverage Ratio and Free Cash Flow offer investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items; and related measures provide greater comparability with GPGI’s historical results, following the change in accounting presentation required as a result of the spin-off of Resolute Holdings. Furthermore, Non-GAAP Pro Forma Adjusted Net Sales, Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted Free Cash Flow and Non-GAAP Year-end Net LTM Leverage further adjust for GPGI’s acquisition of Husky Technologies, which was completed in January 2026. GPGI uses these Non-GAAP measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and/or measure incentive compensation. We believe that these Non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling GPGI to evaluate and plan more effectively for the future. These Non-GAAP measures should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from these measures are significant components in understanding and assessing GPGI’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of GPGI’s liquidity. These Non-GAAP measures may be different from similarly titled Non-GAAP measures used by other companies. Additionally, GPGI’s debt agreements contain covenants based on variations of certain of these measures for purposes of determining debt covenant compliance. GPGI believes that investors should have access to the same set of tools that its management uses in analyzing operating results. Please refer to the tables below for the reconciliation of GAAP measures to these Non-GAAP measures. Due to the forward-looking nature of the financial guidance included above under “Full Year 2026 Outlook,” the charges excluded from the forward-looking Non-GAAP financial measures including Non-GAAP Pro Forma Adjusted Net Sales, Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted Free Cash Flow and Non-GAAP Year-end Net LTM Leverage including with respect to depreciation, amortization, interest, and taxes that would be required to reconcile the Non-GAAP financial measures to GAAP measures are inherently uncertain or difficult to predict, so it is not feasible to provide accurate forecasted Non-GAAP reconciliations without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included, and no reconciliation of the forward-looking Non-GAAP financial measures is included.

GPGI Contact
[email protected]

Statements of Operations

Three Months Ended December 31, 2025 and 2024

($ in thousands, except per share amounts)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP to Non-GAAP Operating Results

Three months ended December 31, 2025

Three months
ended
December
31, 2024

 

GAAP

Equity Method Adjustments

Non-GAAP

Non- GAAP

 

As Reported

Elimination of
Equity Method
Investment

Addition of
Holdings

As Adjusted

As Reported

Net sales

$

-

 

$

-

 

$

117,709

 

$

117,709

 

$

100,859

 

Cost of sales

 

2

 

 

-

 

 

52,171

 

 

52,173

 

 

48,325

 

Gross profit

 

(2

)

 

-

 

 

65,538

 

 

65,536

 

 

52,534

 

Operating expenses:

 

 

 

 

 

Selling, general and administrative expenses

 

7,178

 

 

 

 

 

28,143

 

 

35,321

 

 

36,932

 

Income from operations

 

(7,180

)

 

-

 

 

37,395

 

 

30,215

 

 

15,602

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

Revaluation of warrant liability

 

1,824

 

 

 

 

 

 

 

 

1,824

 

 

(19,726

)

Revaluation of earnout consideration liability

 

-

 

 

 

 

 

 

 

 

-

 

 

(42,245

)

Loss on remeasurement of TRA liability

 

(3,465

)

 

-

 

 

-

 

 

(3,465

)

 

-

 

Interest expense

 

-

 

 

 

 

 

(2,284

)

 

(2,284

)

 

(902

)

Interest income

 

710

 

 

 

 

 

470

 

 

1,180

 

 

1,245

 

Amortization of deferred financing costs

 

-

 

 

 

 

 

(166

)

 

(166

)

 

(196

)

Total other expense

 

(931

)

 

-

 

 

(1,980

)

 

(2,911

)

 

(61,824

)

Income before income taxes

 

(8,111

)

 

-

 

 

35,415

 

 

27,304

 

 

(46,222

)

Income tax expense

 

16,020

 

 

 

 

 

 

 

 

16,020

 

 

(2,136

)

Earnings in GPGI Holdings L.L.C equity method investment

 

35,415

 

 

(35,415

)

 

 

 

 

 

 

 

-

 

Net (loss) income

$

43,324

 

$

(35,415

)

$

35,415

 

$

43,324

 

$

(48,358

)

 

 

 

 

 

 

Add:

 

 

 

 

 

Depreciation and amortization

 

 

 

 

2,475

 

 

2,242

 

Income tax expense

 

 

 

 

(16,020

)

 

2,136

 

Interest expense, net (1)

 

 

 

 

1,270

 

 

(147

)

EBITDA

 

 

 

$

31,049

 

$

(44,127

)

 

 

 

 

 

 

All other changes

 

 

 

 

 

Stock-based compensation

 

 

 

 

5,989

 

 

5,966

 

Mark to market adjustments (2)

 

 

 

 

(1,824

)

 

61,971

 

Add back incurred Management Fees

 

 

 

 

4,032

 

 

-

 

Loss on remeasurement of TRA liability

 

 

 

 

3,465

 

 

-

 

Resolute spin off costs

 

 

 

 

-

 

 

6,119

 

Additional earnout cost

 

 

 

 

-

 

 

3,680

 

Husky transaction cost

 

 

 

 

4,271

 

 

-

 

All other changes

 

 

 

$

15,933

 

$

77,736

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

$

46,982

 

$

33,609

 

Add back expenses incurred on behalf of Resolute Holdings prior to Spin -Off

 

 

 

-

 

 

Pro Forma full quarter Management Fee

 

 

 

 

(4,032

)

 

(3,253

)

Pro Forma Adjusted EBITDA

 

 

 

$

42,950

 

$

30,356

 

 

 

 

 

 

 

Note: The Non-GAAP columns represent a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior period presentation. (1) Includes amortization of deferred financing costs for the three months ended December 31, 2025 and 2024, respectively. (2) Includes changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the three months ended December 31, 2025 and 2024, respectively.


Statements of Operations

Year Ended December 31, 2025 and 2024

($ in thousands, except per share amounts))

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP to Non-GAAP Operating Results

Year ended December 31, 2025

Year ended
December 31,
2024

 

GAAP

Equity Method Adjustments

Non-GAAP

Non- GAAP

 

As Reported

Elimination of
Equity Method
Investment

Addition of
Holdings

As Adjusted

As Reported

Net sales

$

59,824

 

 

 

 

$

402,231

 

$

462,055

 

$

420,571

 

Cost of sales

$

31,077

 

 

 

 

 

170,767

 

 

201,844

 

 

201,344

 

Gross profit

 

28,747

 

 

-

 

 

231,464

 

 

260,211

 

 

219,227

 

Operating expenses

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

42,478

 

 

 

 

 

95,612

 

 

138,090

 

 

111,605

 

Income from operations

 

(13,731

)

 

-

 

 

135,852

 

 

122,121

 

 

107,622

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

Revaluation of warrant liability

 

(150,958

)

 

 

 

 

 

 

 

(150,958

)

 

(95,937

)

Revaluation of earnout consideration liability

 

(57,101

)

 

 

 

 

 

 

 

(57,101

)

 

(76,305

)

Change in fair value of derivative liability

 

-

 

 

 

 

 

 

 

 

-

 

 

425

 

Loss on remeasurement of TRA liability

 

(3,465

)

 

 

 

(3,465

)

 

-

 

Interest expense

 

(1,688

)

 

 

(10,722

)

 

(12,410

)

 

(20,176

)

Interest income

 

1,233

 

 

 

 

 

4,231

 

 

5,464

 

 

4,648

 

Loss on extinguishment of debt

 

-

 

 

 

 

 

-

 

 

-

 

 

(148

)

Amortization of deferred financing costs

 

(74

)

 

 

 

 

(556

)

 

(630

)

 

(1,104

)

Total other expense

 

(212,053

)

 

-

 

 

(7,047

)

 

(219,100

)

 

(188,597

)

Income before income taxes

 

(225,784

)

 

-

 

 

128,805

 

 

(96,979

)

 

(80,975

)

Income tax expense

 

(39,026

)

 

 

 

 

 

 

 

(39,026

)

 

(2,187

)

Earnings in GPGI Holdings L.L.C equity method investment

 

128,805

 

 

(128,805

)

 

-

 

 

-

 

 

-

 

Net (loss) income

$

(136,005

)

$

(128,805

)

$

128,805

 

$

(136,005

)

$

(83,162

)

 

 

 

 

 

 

Add:

 

 

 

 

 

Depreciation and amortization

 

 

 

 

9,377

 

 

9,174

 

Income tax expense

 

 

 

 

39,026

 

 

2,187

 

Interest expense, net (1)

 

 

 

 

7,576

 

 

16,780

 

EBITDA

 

 

 

$

(80,026

)

$

(55,021

)

 

 

 

 

 

 

All other changes

 

 

 

 

 

Stock-based compensation

 

 

 

 

22,777

 

 

21,235

 

Mark to market adjustments (2)

 

 

 

 

208,059

 

 

171,817

 

Add back incurred Management Fees

 

 

 

 

12,278

 

 

-

 

Secondary offering transaction costs

 

 

 

 

-

 

 

586

 

Loss on remeasurement of TRA liability

 

 

 

 

3,465

 

 

-

 

Resolute spin off costs

 

 

 

 

5,452

 

 

6,119

 

Additional Earnout cost

 

 

 

 

4,967

 

 

3,680

 

Tungsten Transaction cost

 

 

 

 

-

 

 

2,726

 

Debt refinance costs

 

 

 

 

-

 

 

225

 

Husky transaction cost

 

 

 

 

7,077

 

 

-

 

 

 

 

 

 

 

 

 

 

 

All other changes

 

 

 

$

264,075

 

$

206,388

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

$

184,049

 

$

151,367

 

Add back expenses incurred on behalf of Resolute Holdings prior to Spin -Off

 

 

 

 

979

 

 

Pro Forma full year Management Fee

 

 

 

 

(14,323

)

 

(13,159

)

Pro Forma Adjusted EBITDA

 

 

 

$

170,705

 

$

138,208

 

 

 

 

 

 

 

Note: The Non-GAAP columns represent a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior period presentation. (1) Includes amortization of deferred financing costs for the year ended December 31, 2025 and 2024, respectively. (2) Includes changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the year ended December 31, 2025 and 2024, respectively.



Balance Sheet

December 31, 2025 and 2024

($ in thousands, except per share amounts)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP

 

Non GAAP

 

GAAP

 

December 31,
2025

 

December 31,
2025

 

December 31,
2024

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

$

114,642

 

$

271,601

 

$

77,461

 

Short-term investments

 

-

 

 

41,076

 

 

-

 

Accounts receivable

 

-

 

 

44,220

 

 

47,449

 

Inventories, net

 

-

 

 

44,214

 

 

44,833

 

Prepaid expenses and other current assets

 

5,446

 

 

8,571

 

 

4,159

 

Total current assets

 

120,088

 

 

409,682

 

 

173,902

 

 

 

 

 

 

 

Property and equipment, net and right of use asset

 

-

 

 

30,701

 

 

28,852

 

Deferred tax asset

 

271,724

 

 

271,724

 

 

264,815

 

Other assets

 

-

 

 

4,004

 

 

6,349

 

Equity method investment

 

125,455

 

 

-

 

 

-

 

Total assets

$

517,267

 

$

716,111

 

$

473,918

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

 

922

 

 

12,736

 

 

11,544

 

Accrued expenses

 

1,851

 

 

48,724

 

 

25,711

 

Current portion of long-term debt

 

-

 

 

15,000

 

 

11,250

 

Other current liabilities

 

16,193

 

 

18,353

 

 

27,817

 

Total current liabilities

 

18,966

 

 

94,813

 

 

76,322

 

 

 

 

 

 

 

Long-term debt, net of deferred finance costs

 

-

 

 

169,791

 

 

184,389

 

Warrant liability

 

-

 

 

-

 

 

104,231

 

Lease liabilities - operating leases

 

-

 

 

7,352

 

 

3,888

 

Tax receivable agreement liability

 

255,160

 

 

255,160

 

 

248,534

 

Total liabilities

 

274,126

 

 

527,116

 

 

617,364

 

 

 

 

 

 

 

Shareholders' equity (deficit)

 

243,141

 

 

188,995

 

 

(143,446

)

Total liabilities and shareholder's equity (deficit)

$

517,267

 

$

716,111

 

$

473,918

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: The non-GAAP balance sheet represents a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior consolidated presentation.


Consolidated Statements of Cash Flows

($ in thousands) (unaudited) 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

2025

 

 

 

2025

 

 

 

2024

 

 

As reported

 

Non GAAP

 

As reported

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net loss

$

(136,005

)

 

$

(136,005

)

 

$

(83,162

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities

 

 

 

 

 

Depreciation and amortization

 

1,623

 

 

 

9,377

 

 

 

9,174

 

Stock-based compensation expense

 

4,468

 

 

 

22,777

 

 

 

21,235

 

Earnings in equity method investment

 

(128,805

)

 

 

-

 

 

 

-

 

Cash receipts from Holdings

 

21,659

 

 

 

-

 

 

 

-

 

Loss on extinguishment of debt

 

-

 

 

 

-

 

 

 

148

 

Non-cash interest

 

-

 

 

 

(1,076

)

 

 

-

 

Amortization of deferred finance costs

 

74

 

 

 

632

 

 

 

1,155

 

Revaluation of earnout consideration liability

 

57,101

 

 

 

57,101

 

 

 

76,305

 

Revaluation of warrant liability

 

150,958

 

 

 

150,958

 

 

 

95,937

 

Loss on remeasurement of TRA Liability

 

3,465

 

 

 

3,465

 

 

 

-

 

Change in fair value of derivative liability

 

-

 

 

 

-

 

 

 

(425

)

Deferred tax expense

 

14,743

 

 

 

14,743

 

 

 

(2,469

)

Changes in assets and liabilities

 

(12,163

)

 

 

23,665

 

 

 

11,655

 

Net cash (used in) provided by operating activities

 

(22,882

)

 

 

145,637

 

 

 

129,553

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of property and equipment

 

-

 

 

 

(6,857

)

 

 

(7,410

)

Purchase of treasury bills

 

-

 

 

 

(40,000

)

 

 

-

 

Holdings cash deconsolidated as a result of the Management Agreement

 

(50,303

)

 

 

-

 

 

 

-

 

Resolute Holdings cash deconsolidated as a result of the Spin-Off

 

(10,000

)

 

 

-

 

 

 

-

 

Investment in SAFE

 

 

 

 

 

 

 

 

 

(1,500

)

Capitalized software expenditures

 

(387

)

 

 

(1,507

)

 

 

(1,035

)

Net cash used in investing activities

 

(60,690

)

 

 

(48,364

)

 

 

(9,945

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from employee stock purchase plan and exercise of options

 

121

 

 

 

871

 

 

 

4,998

 

Payments for taxes related to net share settlement of equity awards and earnout liability

 

(18,011

)

 

 

(21,389

)

 

 

(12,783

)

Payment of term loan

 

-

 

 

 

(11,250

)

 

 

(12,813

)

Payment of tax receivable agreement liability

 

(5,305

)

 

 

(5,305

)

 

 

(1,303

)

Purchase of treasury shares

 

(12,247

)

 

 

(12,247

)

 

 

-

 

Deferred finance costs related to debt modification

 

-

 

 

 

-

 

 

 

(2,104

)

Contribution to Resolute Holdings

 

-

 

 

 

(10,008

)

 

 

-

 

Distributions to non-controlling interest

 

-

 

 

 

-

 

 

 

(34,863

)

Special distribution to non-controlling interest

 

-

 

 

 

-

 

 

 

(15,573

)

Dividend to Class A shareholders

 

-

 

 

 

-

 

 

 

(8,922

)

Proceeds from the exercise of warrants

 

156,195

 

 

 

156,195

 

 

 

-

 

Net cash provided by (used in) financing activities

 

120,753

 

 

 

96,867

 

 

 

(83,363

)

Net increase in cash and cash equivalents

 

37,181

 

 

 

194,140

 

 

 

36,245

 

Cash and cash equivalents, beginning of period

 

77,461

 

 

 

77,461

 

 

 

41,216

 

Cash and cash equivalents, end of period

$

114,642

 

 

$

271,601

 

 

$

77,461

 

 

 

 

 

 

 

Supplementary disclosure of cash flow information

 

 

 

 

 

Cash paid for interest

 

2,164

 

 

 

12,758

 

 

 

20,608

 

Cash paid for income taxes

 

24,310

 

 

 

24,310

 

 

 

4,820

 

Supplemental disclosure of non-cash financing activity:

 

 

 

 

 

Operating lease ROU assets exchanged for lease liabilities

 

4,224

 

 

 

5,489

 

 

 

-

 

Revaluation of derivative asset - interest rate swap

 

(502

)

 

 

(2,749

)

 

 

(2,448

)

Non-cash portion of warrant exercise

 

(255,189

)

 

 

(255,189

)

 

 

-

 

Settlement of earnout

 

(77,634

)

 

 

(77,634

)

 

 

(56,625

)

Contribution to Holdings for share-based compensation

 

18,309

 

 

 

-

 

 

 

-

 

Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Management Agreement

 

(100,378

)

 

 

-

 

 

 

-

 

Resolute Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Spin-Off

 

(1,542

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

Note: The Non-GAAP December 31, 2025 statement of cash flows represents a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior consolidated presentation



Adjusted Net Income and Earnings Per Share:
Non-GAAP Reconciliation

 

 

 

 

 

 

 

Basic

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

 

2025

 

 

2024

 

(in thousands, except per share data)

 

 

 

 

 

Net (loss) income

$

43,324

 

$

(48,358

)

 

$

(136,005

)

$

(83,162

)

Add (less): Provision (benefit) for income taxes

 

(16,020

)

 

2,136

 

 

 

39,026

 

 

2,187

 

Add (less): Mark-to-market adjustments (1)

 

(1,824

)

 

61,971

 

 

 

208,059

 

 

171,817

 

Add: stock-based compensation

 

5,989

 

 

5,966

 

 

 

22,777

 

 

21,235

 

Less: Proforma Management Fees

 

-

 

 

(3,253

)

 

 

(2,045

)

 

(13,159

)

Add: Husky transaction costs

 

4,271

 

 

 

 

 

 

7,077

 

 

-

 

Add: Loss on remeasurement of TRA Liability

 

3,465

 

 

-

 

 

 

3,465

 

 

-

 

Add: secondary offering transaction costs

 

-

 

 

-

 

 

 

-

 

 

586

 

Add: Tungsten Transaction costs

 

-

 

 

-

 

 

 

-

 

 

2,726

 

Add: Debt refinance costs

 

-

 

 

-

 

 

 

-

 

 

225

 

Add: Additional earnout cost

 

-

 

 

3,680

 

 

 

4,967

 

 

3,680

 

Add: Spin-Off costs

 

-

 

 

6,119

 

 

 

5,452

 

 

6,119

 

Adjusted net income before tax

 

39,205

 

 

28,261

 

 

 

152,773

 

 

112,254

 

Income tax expense (2)

 

8,617

 

 

6,138

 

 

 

33,580

 

 

24,382

 

Adjusted net income

 

30,588

 

 

22,123

 

 

 

119,193

 

 

87,872

 

 

 

 

 

 

 

Common shares outstanding used in computing net income per share, basic:

 

 

 

 

 

Class A common shares

 

126,057

 

 

91,371

 

 

 

110,517

 

 

83,834

 

Adjusted net income per share - basic

$

0.24

 

$

0.24

 

 

$

1.08

 

$

1.05

 

 

 

 

 

 

 

 

Diluted

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

 

2025

 

 

2024

 

(in thousands, except per share data)

 

 

 

 

 

Adjusted net income

$

30,588

 

$

22,123

 

 

$

119,193

 

$

87,872

 

Add: Interest on Exchangeable Notes net of tax (4)

 

-

 

 

(2,110

)

 

 

-

 

 

3,238

 

Adjusted net income used in computing net income per share, diluted

 

30,588

 

 

20,013

 

 

 

119,193

 

 

91,110

 

 

 

 

 

 

 

Common shares outstanding used in computing earnings per share, diluted:

 

126,057

 

 

91,371

 

 

 

110,517

 

 

83,834

 

Warrants (3)

 

1,355

 

 

8,094

 

 

 

5,715

 

 

8,094

 

Exchangeable notes (4)

 

-

 

 

5,795

 

 

 

-

 

 

11,629

 

Equity awards

 

6,568

 

 

4,901

 

 

 

4,728

 

 

3,411

 

Total shares outstanding used in computing adjusted earnings per share - Diluted

 

133,980

 

 

110,161

 

 

 

120,960

 

 

106,968

 

Adjusted net income per share - Diluted

$

0.23

 

$

0.18

 

 

$

0.99

 

$

0.85

 

 

 

 

 

 

 

(1) Includes the changes in fair value of warrant liability, make-whole provision of the previously outstanding exchangeable notes of GPGI Holdings, L.L.C. (f/k/a CompoSecure Holdings, L.L.C.) (the “Exchangeable Notes”) and earnout consideration liability. (2) Reflects current and deferred income tax expenses. For the three and twelve months ended December 31, 2024 it was calculated using the Company's blended tax rate as if the Company did not have any non-controlling interest associated with its historical Up-C structure. For the three and twelve months ended December 31, 2025, it was calculated by applying the Company's assumed tax rate. This is the change from prior methodology. (3) Applies treasury stock method with assumed exercise at average market price. No warrants were outstanding as of the three and twelve months ended December 31, 2025. (4) The Exchangeable Notes were included through the application of the "if-converted" method. Interest related to the Exchangeable Notes, net of tax was excluded from net income. No Exchangeable Notes were outstanding during the three and twelve months ended December 31, 2025.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/3b7e844a-4e9e-4a8d-9f7e-11c6f40fc258