Resolute Holdings ManagementNYSE: RHLD

Resolute Holdings Reports Second Quarter 2025 Results

· Issued by Resolute Holdings Management via GlobeNewswire

NEW YORK, Aug. 07, 2025 (GLOBE NEWSWIRE) -- Resolute Holdings Management, Inc. (“Resolute Holdings”) (Nasdaq: 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”) (Nasdaq: CMPO), today reported financial results for its fiscal second quarter ending June 30, 2025. Resolute Holdings reported second quarter earnings per share attributable to common stockholders of ($0.07) and Non-GAAP Fee-Related Earnings per share of $0.08.

“I am pleased with our performance in the second quarter. We are seeing strong early results from the implementation of the operating system at CompoSecure, and our activity levels evaluating new acquisition opportunities remain high. Our platform combines proven operating capabilities with a permanent capital base, which we believe positions us as a differentiated buyer and long-term owner of market leading businesses. We reiterate our expectation for limited profitability for the full year” said Tom Knott, Resolute Holdings’ Chief Executive Officer.

Dave Cote, Resolute Holdings’ Executive Chairman added “I remain pleased with the progress we are making to improve operations, drive organic growth, and build a high-performance culture at CompoSecure. While still early in the process, I believe the second quarter’s performance is a good indicator of what’s possible. We are committed to making the necessary investments in the business to ensure it can reach its full potential over time. Beyond the specific operating system work at CompoSecure, Tom and I remain focused diligently evaluating the growing list of acquisition opportunities we are seeing against our core investment criteria.”

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

Six months

ended

ended

June 30, 2025

June 30, 2025

Management fees

$

3,419

4,548

Selling, general and administrative expenses

3,804

7,730

Income from operations

(385

)

(3,182

)

Total other income (expense)

73

72

Income (loss) before income taxes

(312

)

(3,110

)

Income tax (expense)

(299

)

(867

)

Net income (loss)

(611

)

(3,977

)

Net income (loss) attributable to non-controlling interest

—

—

Net income (loss) attributable to common stockholders

(611

)

(3,977

)

Net income (loss) per share attributable to common stockholders - diluted

$

(0.07

)

(0.47

)

Adjustments to reconcile Fee-Related Earnings to net income (loss) attributable to common stockholders:

Add: Equity-based compensation at CompoSecure (1)

1,310

2,458

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

699

93

Fee-Related Earnings per share - diluted

$

0.08

0.01

(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.

Exhibit – Structural Relationship & Non-GAAP Financial Summary

Exhibit – Structural Relationship & Non-GAAP Financial Summary

About Resolute Holdings Management, Inc.

Resolute Holdings (Nasdaq: 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, 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; 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)

June 30, 

December 31, 

2025

2024

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

99,862

$

71,589

Accounts receivable

69,260

47,449

Inventories, net

44,239

44,833

Prepaid expenses and other current assets

3,681

2,696

Deferred tax asset

24

24

Total current assets

217,066

166,591

Property and equipment, net

21,181

23,448

Right of use assets, net

9,729

5,404

Derivative asset - interest rate swap

1,377

2,749

Deposits and other assets

3,938

3,600

Total assets

$

253,291

$

201,792

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable

$

14,390

$

5,691

Accrued expenses

33,576

31,091

Current portion of long-term debt

13,750

11,250

Current portion of lease liabilities – operating leases

2,160

2,113

Total current liabilities

63,876

50,145

Long-term debt, net of deferred financing costs

177,071

184,389

Lease liabilities, operating leases

8,203

3,888

Total liabilities

249,150

238,422

Commitments and contingencies (Note 16)

—

—

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 June 30, 2025 and December 31, 2024, respectively.

—

—

Additional paid-in capital

15,922

1,544

Accumulated deficit

(6,311

)

(2,334

)

Total stockholders' equity (deficit)

9,611

(790

)

Non-controlling interest

(5,470

)

(35,840

)

Total equity (deficit)

4,141

(36,630

)

Total liabilities and stockholders' equity (deficit)

$

253,291

$

201,792

Consolidated Statements of Operations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)

Three months ended

Six months ended

June 30, 

June 30, 

2025

2024

2025

2024

Net sales

$

119,592

$

108,567

$

223,481

$

212,577

Cost of sales

50,792

52,495

100,134

101,292

Gross profit

68,800

56,072

123,347

111,285

Operating expenses:

Selling, general and administrative expenses

28,167

22,681

57,093

45,451

Income from operations

40,633

33,391

66,254

65,834

Other income (expense):

Change in fair value of derivative liability - convertible notes redemption make-whole provision

—

178

—

(119

)

Interest income

1,504

1,100

2,581

2,204

Interest expense

(3,376

)

(6,435

)

(6,760

)

(12,972

)

Amortization of deferred financing costs

(165

)

(332

)

(296

)

(659

)

Total other expense, net

(2,037

)

(5,489

)

(4,475

)

(11,546

)

Income (loss) before income taxes

38,596

27,902

61,779

54,288

Income tax (expense)

(299

)

—

(867

)

—

Net income (loss)

$

38,297

$

27,902

$

60,912

$

54,288

Net income (loss) attributable to non-controlling interest

38,908

27,902

64,889

54,288

Net income (loss) attributable to common stockholders

$

(611

)

$

—

$

(3,977

)

$

—

Net income (loss) per share attributable to common stockholders - basic & diluted

$

(0.07

)

$

—

$

(0.47

)

$

—

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)

Six months ended June 30, 

2025

2024

Cash flows from operating activities:

Net income (loss)

$

60,912

$

54,288

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

Depreciation and amortization

4,614

4,601

Equity-based compensation expense

12,448

9,210

Amortization of deferred financing costs

296

669

Non-cash operating lease expense

1,245

1,168

Change in fair value of derivative liability – convertible notes redemption make-whole provisions

—

119

Changes in assets and liabilities

Accounts receivable

(21,811

)

840

Inventories

594

(4,974

)

Prepaid expenses and other assets

(985

)

1,943

Accounts payable

8,699

4,206

Accrued expenses

2,485

903

Lease liabilities

(1,209

)

(1,213

)

Net cash provided by operating activities

67,288

71,760

Cash flows from investing activities:

Purchase of property and equipment

(1,976

)

(3,129

)

Capitalized software costs

(822

)

(398

)

Net cash used in investing activities

(2,798

)

(3,527

)

Cash flows from financing activities:

Payment of term loan

(5,000

)

(9,375

)

Distributions to CompoSecure Holdings members

(15,933

)

(61,545

)

Contribution by CompoSecure Holdings

11,869

—

Contribution to Resolute Holdings

(11,869

)

—

Payments for taxes related to net share settlement of CompoSecure equity awards

(15,284

)

(8,432

)

Net cash used in financing activities

(36,217

)

(79,352

)

Net increase (decrease) in cash and cash equivalents

28,273

(11,119

)

Cash and cash equivalents, beginning of period

71,589

38,191

Cash and cash equivalents, end of period

$

99,862

$

27,072

Supplementary disclosure of cash flow information:

Cash paid for interest expense

$

6,593

$

12,890

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

$

(1,372

)

$

(77

)

Segment Statements of Operations and Non-GAAP Reconciliations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)

Three months ended

Six months ended

June 30, 2025

June 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

$

3,419

$

—

$

(3,419

)

$

—

$

4,548

$

—

$

(4,548

)

$

—

Product sales

—

119,592

—

119,592

—

223,481

—

223,481

Net sales

3,419

119,592

(3,419

)

119,592

4,548

223,481

(4,548

)

223,481

Cost of sales

—

50,792

—

50,792

—

100,134

—

100,134

Gross profit

3,419

68,800

(3,419

)

68,800

4,548

123,347

(4,548

)

123,347

Total selling, general and administrative expenses

3,804

27,782

(3,419

)

28,167

7,730

55,721

(6,358

)

57,093

Income from operations

(385

)

41,018

—

40,633

(3,182

)

67,626

1,810

66,254

Total other income (expense)

73

(2,110

)

—

(2,037

)

72

(4,547

)

—

(4,475

)

Income (loss) before income taxes

(312

)

38,908

—

38,596

(3,110

)

63,079

1,810

61,779

Income tax (expense)

(299

)

—

—

(299

)

(867

)

—

—

(867

)

Net income (loss)

(611

)

38,908

—

38,297

(3,977

)

63,079

1,810

60,912

Net income (loss) attributable to non-controlling interest

—

38,908

—

38,908

—

63,079

1,810

64,889

Net income (loss) attributable to common stockholders

(611

)

—

—

(611

)

(3,977

)

—

—

(3,977

)

Net income (loss) per share attributable to common stockholders - diluted

$

(0.07

)

$

(0.07

)

$

(0.47

)

$

(0.47

)

Adjustments to reconcile fee-related earnings to net income (loss) attributable to common stockholders:

Add: Equity-based compensation at CompoSecure (1)

1,310

1,310

2,458

2,458

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

699

699

93

93

Fee-Related Earnings per share - diluted

$

0.08

$

0.08

$

0.01

$

0.01

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)

8,527

8,527

8,526

8,526

(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)

June 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

$

8,196

$

91,666

$

—

$

99,862

$

—

$

71,589

$

—

$

71,589

Accounts receivable

3,419

69,260

(3,419

)

69,260

—

47,449

—

47,449

Inventories, net

—

44,239

—

44,239

—

44,833

—

44,833

Prepaid expenses and other current assets

546

3,135

—

3,681

—

2,696

—

2,696

Deferred tax asset

24

—

—

24

24

—

—

24

Total current assets

12,185

208,300

(3,419

)

217,066

24

166,567

—

166,591

Property and equipment, net

—

21,181

—

21,181

—

23,448

—

23,448

Right of use assets, net

1,093

8,636

—

9,729

—

5,404

—

5,404

Derivative asset - interest rate swap

—

1,377

—

1,377

—

2,749

—

2,749

Deposits and other assets

—

3,938

—

3,938

—

3,600

—

3,600

Total assets

13,278

243,432

(3,419

)

253,291

24

201,768

—

201,792

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable

122

14,202

66

14,390

—

5,691

—

5,691

Accrued expenses

2,451

34,544

(3,419

)

33,576

814

30,954

(677

)

31,091

Current portion of long-term debt

—

13,750

—

13,750

—

11,250

—

11,250

Current portion of lease liabilities – operating leases

74

2,086

—

2,160

—

2,113

—

2,113

Total current liabilities

2,647

64,582

(3,353

)

63,876

814

50,008

(677

)

50,145

Long-term debt, net of deferred financing costs

—

177,071

—

177,071

—

184,389

—

184,389

Lease liabilities, operating leases

1,020

7,183

—

8,203

—

3,888

—

3,888

Total liabilities

3,667

248,836

(3,353

)

249,150

814

238,285

(677

)

238,422

Additional paid-in capital

15,922

—

—

15,922

1,544

—

—

1,544

Accumulated deficit

(6,311

)

—

—

(6,311

)

(2,334

)

—

—

(2,334

)

Total stockholders' equity (deficit)

9,611

—

—

9,611

(790

)

—

—

(790

)

Non-controlling interest

—

(5,404

)

(66

)

(5,470

)

—

(36,517

)

677

(35,840

)

Total equity (deficit)

9,611

(5,404

)

(66

)

4,141

(790

)

(36,517

)

677

(36,630

)

Total liabilities and stockholders' equity (deficit)

$

13,278

$

243,432

$

(3,419

)

$

253,291

$

24

$

201,768

$

—

$

201,792

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d35da345-3975-4487-838f-e85fd06f39ff