Resolute Holdings Reports Third Quarter 2025 Results

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, 2025Management 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. ____________1 CompoSecure, 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 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) 256-8405info@resoluteholdings.com Consolidated Balance SheetsResolute Holdings Management, Inc.($ in thousands, except par value and share amounts) September 30, December 31, 2025 2024ASSETS 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 $201,792 Consolidated Statements of OperationsResolute Holdings Management, Inc.($ in thousands, except per share amounts) Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024Net 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) $— Weighted average shares used to compute net income (loss) per share attributable to common stockholders - basic & diluted (in thousands) 8,526 8,526 8,526 8,526 Consolidated Statements of Cash FlowsResolute Holdings Management, Inc.($ 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) $(2,483) Segment Statements of Operations and Non-GAAP ReconciliationsResolute Holdings Management, Inc.($ 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 ConsolidatedManagement 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 $0.14 Diluted weighted average shares used to compute: Net income (loss) per share attributable to common stockholders (in thousands) 8,526 8,526 8,526 8,526 Fee-Related Earnings per share (in thousands) 8,556 8,556 8,536 8,536 (1) Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the CompoSecure Equity Plan. Equity granted under the CompoSecure Equity Plan relates to CompoSecure Class A common stock and has no impact on Resolute Holdings’ common stock outstanding.(2) Incremental management fees as if the CompoSecure Management Agreement was executed on January 1, 2025. (3) One-time costs associated with the Spin-Off from CompoSecure.(4) Tax-effect of adjustments at a 31% effective tax rate. Only applied to those adjustments that would impact Resolute Holdings’ taxes. Equity-based compensation expense under the CompoSecure Equity Plan is expensed for tax purposes at CompoSecure and not Resolute Holdings. Additional InformationSegment Balance SheetsResolute Holdings Management, Inc.($ 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 ConsolidatedASSETS 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

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