Resolute Holdings (NYSE: RHLD) swings to profit as fees grow and debt refinanced
Rhea-AI Filing Summary
Resolute Holdings Management, Inc. reported a strong turnaround in its fiscal first quarter while amending its debt facilities. For the quarter ended March 31, 2026, net income attributable to common stockholders was $61.5 million, or $7.19 diluted EPS, compared with a loss of $3.4 million, or ($0.39) per share, a year earlier. Non-GAAP Fee-Related Earnings per share improved to $0.69 from ($0.07), driven by management fees rising to $12.9 million from $1.1 million, helped by the new Husky Holdings agreement and growth from CompoSecure.
On a consolidated GAAP basis including GPGI Holdings, net sales were $407.8 million versus $103.9 million, but the group recorded a net loss of $92.6 million, largely reflecting $106.8 million of loss on extinguishment of debt and $30.1 million of interest expense, partially offset by a $49.8 million income tax benefit. During the quarter, the company repurchased $38.0 million of common stock and closed major acquisition-related transactions that lifted total assets to $6.2 billion, including $3.0 billion of goodwill.
The company also entered into a Second Amendment to its credit agreement, adding $60 million in new term loan commitments and maintaining a $40 million revolving credit facility. Term loans and revolver borrowings bear interest at either a base rate plus an initial margin of 1.50%–1.00% or Term SOFR plus an initial margin of 2.50%–2.00%, with margin step-downs based on the Funded Indebtedness to EBITDA Ratio. The new term loans mature three years after the amendment’s effective date and amortize quarterly beginning September 30, 2026.
Positive
- Earnings inflection at the parent level: Net income attributable to common stockholders reached $61.5 million, or $7.19 diluted EPS, versus a $3.4 million loss and ($0.39) per share in the prior-year quarter, with Non-GAAP Fee-Related Earnings per share improving to $0.69 from ($0.07).
Negative
- Heavy leverage and refinancing-driven loss: Consolidated results show a $92.6 million GAAP net loss, including $106.8 million loss on extinguishment of debt and $30.1 million of interest expense, with long-term debt rising to $2.18 billion.
Insights
Resolute combined a major earnings rebound with heavier leverage and refinancing.
Resolute Holdings shows a sharp improvement at the parent level: net income attributable to common stockholders was $61.5M versus a $3.4M loss, and Fee-Related Earnings per share rose to $0.69 from ($0.07). Management fees jumped to $12.9M from $1.1M, reflecting new agreements and organic fee growth.
However, consolidated results including GPGI Holdings show a $92.6M net loss, driven by a sizable $106.8M loss on extinguishment of debt and higher interest expense of $30.1M. Long-term debt increased to $2.18B, and total assets reached $6.22B with large goodwill and intangible balances, underscoring a leveraged, acquisition-heavy structure.
The Second Amendment to the credit agreement adds $60M of new term loan commitments and keeps a $40M revolver, both priced off base rates or Term SOFR with margin step-downs tied to the Funded Indebtedness to EBITDA Ratio. Future company filings will indicate how quickly they reduce refinancing-related charges and how the higher debt burden affects interest expense and cash flows in subsequent quarters.
8-K Event Classification
Key Figures
Key Terms
loss on extinguishment of debt financial
Non-GAAP financial measures financial
management agreement financial
non-controlling interest financial
Deferred tax asset financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Agreement.
The information set forth under Item 2.03 below is incorporated by reference herein.
Item 2.02 Results of Operations and Financial Condition.
On May 7, 2026, Resolute Holdings Management, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 2.02 of this Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
On May 7, 2026, the Company entered into a Second Amendment (the “Credit Agreement Amendment”), to the Company’s existing Credit Agreement, dated as of February 20, 2026 (as amended by that certain Incremental Amendment, dated as of March 18, 2026, the “Existing Credit Agreement,” and as amended by the Credit Agreement Amendment, the “Amended Credit Agreement”), by and among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and the other parties named therein. The Credit Agreement Amendment provides for (i) new term loan commitments in an aggregate principal amount of $60 million (the “Term Loans”) which may be funded within three (3) business days after the effective date of the Credit Agreement Amendment (the “Term Loan Funding Date”) and (ii) certain other amendments to the Existing Credit Agreement, including, among other things, the reallocation of the revolving commitments among the lenders, which aggregate amount remains $40 million, substantially concurrently with the funding of the Term Loans on the Term Loan Funding Date.
Under the terms of the Amended Credit Agreement, borrowings of the Term Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a rate equal to the highest of (a) the rate of interest last quoted by the Wall Street Journal as the prime rate in the U.S., (b) the Federal Reserve Bank of New York Rate in effect on such day plus one-half of 1%, and (c) the Term SOFR rate for a one-month interest period commencing two (2) business days prior to such day plus 1.00% (provided that in no event shall such rate be less than 0.00% per annum), in each case plus an applicable margin initially equal to 1.50% per annum, with step-downs to 1.25% and 1.00% per annum based on the Company’s Funded Indebtedness to EBITDA Ratio, or (ii) a Term SOFR based benchmark rate for the applicable interest period (provided that in no event shall such Term SOFR rate be less than 0.00% per annum) plus an applicable margin initially equal to 2.50% per annum, with step-downs to 2.25% and 2.00% per annum based on the Company’s Funded Indebtedness to EBITDA Ratio. Borrowings under the revolving credit facility bear interest at the same rates and margins as the Term Loans. The Term Loans mature on the third anniversary of the effective date of the Credit Agreement Amendment and amortize in quarterly installments, commencing September 30, 2026.
The parties to the Amended Credit Agreement continue to have the same obligations set forth in the Existing Credit Agreement, the material terms of which are otherwise unchanged. The foregoing description of the Credit Agreement Amendment and the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement Amendment, a copy of which will be filed as an exhibit to the Company’s next periodic report and which and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit | | Description |
99.1 |
| Press release, dated May 7, 2026, issued by Resolute Holdings Management, Inc. |
104 |
| The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: May 7, 2026
RESOLUTE HOLDINGS MANAGEMENT, INC. |
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By: | /s/ Kurt Schoen |
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Name: | Kurt Schoen |
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Title: | Chief Financial Officer |
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Exhibit 99.1
News Release |
|
Resolute Holdings Reports First Quarter 2026 Results
NEW YORK, NY, May 7, 2026 (GLOBE NEWSWIRE) – Resolute Holdings Management, Inc. (“Resolute Holdings”) (NYSE: RHLD), an operating management company responsible for providing management services to the operating businesses of GPGI, Inc. (“GPGI”) (NYSE: GPGI), today reported financial results for its fiscal first quarter ended March 31, 2026. Resolute Holdings reported first quarter earnings per share attributable to common stockholders of $7.19 compared to ($0.39) in the prior year and Non-GAAP Fee-Related Earnings per share of $0.69 compared to ($0.07) in the prior year. The increase in Non-GAAP profitability was driven by the higher fee stream as a result of the execution of the management agreement with Husky Holdings LLC (“Husky Holdings”) in January 2026, along with organic growth in fees from the CompoSecure management agreement. During the quarter, the company repurchased $38.0 million in common shares in open market purchases.
As a result of the spin-off from GPGI and execution of the management agreement with GPGI Holdings, L.L.C. (“GPGI Holdings”), Resolute Holdings is required to consolidate the financial results of GPGI Holdings (and its subsidiaries, including Husky Holdings) in accordance with U.S. GAAP. This presentation of financial results does not represent the underlying economics or the positive attributes of Resolute Holdings’ standalone business model, which consist of recurring, long-duration management fees and a relatively fixed expense base. The results of the Resolute Holdings standalone business and associated Non-GAAP Fee-Related Earnings calculation are included below to provide a clear picture of the economic performance of the business directly attributable to shareholders of RHLD. This release includes such results presented in accordance with U.S. GAAP, as well as certain Non-GAAP measures, including Fee-Related Earnings. See “Use of Non-GAAP Financial Measures” below.
Resolute Holdings Segment Financial Information (GAAP); Fee-Related Earnings and Fee-Related Earnings Per Share (Non-GAAP) ($ in millions except per share figures)
| | Three months | | Three months | ||
| | ended | | ended | ||
| | March 31, 2026 | | March 31, 2025 | ||
Management fees | | $ | 12.9 | | $ | 1.1 |
Operating expenses | | | 4.3 | | | 3.9 |
Income from operations | | | 8.6 | | | (2.8) |
Total other income (expense) | | | (0.1) | | | — |
Income (loss) before income taxes | | | 8.5 | | | (2.8) |
Income tax (expense) | | | 53.0 | | | (0.6) |
Net income (loss) | | | 61.5 | | | (3.4) |
Net income (loss) attributable to non-controlling interest | | | — | | | |
Net income (loss) attributable to common stockholders | | | 61.5 | | | (3.4) |
Net income (loss) per share attributable to common stockholders - diluted | | $ | 7.19 | | $ | (0.39) |
| | | | | | |
Adjustments to reconcile Fee-Related Earnings to net income (loss) attributable to common stockholders: | | | | | | |
Add: Equity-based compensation expensed at Resolute Holdings under GPGI Equity Plan (1) | | $ | 0.2 | | $ | 1.2 |
Add: Pro forma management fees from Jan 1, 2025 to Feb 27, 2025 (2) | | | — | | | 2.0 |
Add: Spin-Off costs (3) | | | — | | | 0.3 |
Less: Tax impact from consolidation of GPGI Holdings (4) | | | (55.8) | | | — |
Net tax impact of pre-tax adjustments (5) | | | — | | | (0.7) |
Fee-Related Earnings | | $ | 5.9 | | $ | (0.6) |
Fee-Related Earnings per share - diluted | | $ | 0.69 | | $ | (0.07) |
| (1) | Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI, Inc Equity Incentive Plan, as amended (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 CompoSecure. |
| (4) | The tax impact of treating Resolute Holdings and GPGI Holdings, including Husky Holdings, as a consolidated entity under ASC 740, to arrive at the Resolute Holdings income tax expense if presented on a non-consolidated basis. |
| (5) | Tax-effect of pre-tax adjustments at a 32.5% estimated effective rate for 2026 and 31% rate for 2025. 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. |
1
Exhibit – Structural Relationship & Non-GAAP Financial Summary
2
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’ 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 Resolute Holdings’ businesses, including CompoSecure and Husky, 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, risks associated with 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, including but not limited to supply chain disruptions, changes in commodity prices, and their respective impacts on the customers of Resolute Holdings’ businesses, the outcome of any legal proceedings that may be instituted against Resolute Holdings or others, risks associated with our accounting, 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
3
Consolidated Balance Sheets
Resolute Holdings Management, Inc.
($ in millions, except par value and share amounts)
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
| | Unaudited | | | | |
ASSETS |
| | |
| | |
CURRENT ASSETS |
| | |
| | |
Cash and cash equivalents | | $ | 113.1 | | $ | 161.4 |
Restricted cash | | | 7.0 | | | — |
Short-term investments | | | — | | | 44.1 |
Accounts receivable, net | |
| 311.7 | |
| 44.2 |
Inventories, net | |
| 411.1 | |
| 44.2 |
Income tax receivable | | | 4.6 | | | 0.2 |
Deferred tax asset | | | 55.7 | | | — |
Prepaid expenses and other current assets | |
| 34.3 | |
| 3.4 |
Total current assets | |
| 937.5 | |
| 297.5 |
| | | | | | |
Property and equipment, net | |
| 557.9 | |
| 21.6 |
Goodwill | | | 3,041.9 | | | — |
Intangible assets, net | | | 1,624.1 | | | 1.9 |
Deferred tax asset | | | 3.9 | | | 0.2 |
Other long-term assets | | | 49.7 | |
| 12.2 |
Total assets | | $ | 6,215.0 | | $ | 333.4 |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | |
| |
CURRENT LIABILITIES | |
| | |
| |
Accounts payable | | $ | 100.0 | | $ | 11.9 |
Accrued expenses | |
| 255.5 | |
| 48.4 |
Deferred revenue | | | 164.8 | | | — |
Income tax payable | | | 44.3 | | | 0.1 |
Current portion of long-term debt | |
| 9.0 | |
| 15.0 |
Other current liabilities | | | 15.0 | |
| 2.2 |
Total current liabilities | |
| 588.6 | |
| 77.6 |
| | | | | | |
Income tax payable | | | 20.6 | | | — |
Long-term debt, net of deferred financing costs | |
| 2,178.3 | |
| 169.8 |
Deferred tax liability | | | 303.1 | | | — |
Other long-term liabilities, net | | | 43.0 | |
| 8.3 |
Total liabilities | |
| 3,133.6 | |
| 255.7 |
| | | | | | |
Commitments and contingencies (Note 19) | |
| — | |
| — |
| | | | | | |
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, 8,257,442 and 8,500,694 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. | |
| — | |
| — |
Additional paid-in capital | |
| 19.2 | |
| 18.9 |
Accumulated deficit | |
| 53.2 | |
| (8.3) |
Treasury stock | | | (42.1) | | | (4.1) |
Total stockholders' equity (deficit) | |
| 30.3 | |
| 6.5 |
Non-controlling interest | | | 3,051.1 | | | 71.2 |
Total equity (deficit) | | | 3,081.4 | | | 77.7 |
Total liabilities and stockholders' equity (deficit) | | $ | 6,215.0 | | $ | 333.4 |
4
Consolidated Statements of Operations
Resolute Holdings Management, Inc.
($ in millions, except share and per share amounts)
| | Three months ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Net sales | | $ | 407.8 | | $ | 103.9 |
Cost of sales | |
| 252.2 | |
| 49.4 |
Gross profit | |
| 155.6 | |
| 54.5 |
Operating expenses: | |
| | |
| |
Selling, general and administrative expenses | |
| 162.6 | |
| 28.9 |
Foreign currency (gains) losses | | | (1.2) | | | — |
Income (loss) from operations | |
| (5.8) | |
| 25.6 |
| | | | | | |
Other income (expense): | |
| | |
| |
Interest income | |
| 0.3 | |
| 1.1 |
Interest expense | |
| (30.1) | |
| (3.5) |
Loss on extinguishment of debt | | | (106.8) | | | — |
Total other income (expense), net | |
| (136.6) | |
| (2.4) |
Income (loss) before income taxes | |
| (142.4) | |
| 23.2 |
Income tax benefit (expense) | |
| 49.8 | |
| (0.6) |
Net income (loss) | | $ | (92.6) | | $ | 22.6 |
| | | | | | |
Net income (loss) attributable to non-controlling interest | | | (154.1) | | | 26.0 |
| | | | | | |
Net income (loss) attributable to common stockholders | | $ | 61.5 | | $ | (3.4) |
| | | | | | |
Net income (loss) per share attributable common stockholders: | | | | | | |
Basic | | $ | 7.27 | | $ | (0.39) |
Diluted | | $ | 7.19 | | $ | (0.39) |
| | | | | | |
Weighted average shares: | | | | | | |
Basic | |
| 8,461,131 | | | 8,525,998 |
Diluted | | | 8,547,474 | | | 8,525,998 |
5
Consolidated Statements of Cash Flows
Resolute Holdings Management, Inc.
($ in millions)
| | Three months ended March 31, | ||||
| | 2026 | | 2025 | ||
| | | | | | |
Cash flows from operating activities: |
| | |
| | |
Net income (loss) | | $ | (92.6) | | $ | 22.6 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | |
| | |
| |
Depreciation and amortization | |
| 59.3 | |
| 2.3 |
Equity-based compensation expense | |
| 2.3 | |
| 6.0 |
Amortization of deferred financing costs | |
| 0.6 | |
| 0.1 |
Non-cash operating lease expense | |
| — | |
| 0.6 |
Loss on extinguishment of debt | | | 66.3 | | | — |
Deferred tax (benefit) expense | | | (60.6) | | | — |
Other | | | 2.3 | | | — |
Changes in assets and liabilities | |
| | | | |
Accounts receivable, net | |
| 8.1 | |
| (6.7) |
Inventories, net | |
| (24.9) | |
| (2.6) |
Taxes receivable | | | (0.8) | | | — |
Prepaid expenses and other assets | |
| 5.4 | |
| (0.8) |
Accounts payable | |
| (10.5) | |
| 5.8 |
Accrued expenses | |
| (86.3) | |
| (3.9) |
Income tax payable | | | 10.7 | | | — |
Deferred revenue | | | 3.9 | | | — |
Other liabilities | | | — | | | (5.0) |
Net cash provided by (used in) operating activities | |
| (116.8) | |
| 18.4 |
| | | | | | |
Cash flows from investing activities: | |
| | |
| |
Purchase of property and equipment | |
| (7.4) | |
| (0.6) |
Proceeds from sale of property and equipment and intangible assets | | | 0.2 | | | — |
Capitalized software costs | |
| (4.3) | |
| (0.6) |
Cash used for acquisition, net of acquired cash | | | (665.2) | |
| — |
Maturities of short-term investments | | | 41.1 | | | — |
Sales of short-term investments | | | 3.0 | | | — |
Net cash used in investing activities | |
| (632.6) | |
| (1.2) |
| | | | | | |
Cash flows from financing activities: | |
| | |
| |
Repayment of debt, inclusive of fees | |
| (3,309.1) | |
| (2.5) |
Proceeds from issuance of long-term debt, net of discounts | | | 2,563.5 | | | — |
Repayment of preference share capital | | | (457.4) | | | — |
Contributions to GPGI Holdings by GPGI | | | 2,016.8 | | | — |
Contribution by GPGI Holdings | | | — | | | 11.9 |
Contribution to Resolute Holdings | | | — | | | (11.9) |
Payments for taxes related to net share settlement of GPGI equity awards | |
| (26.6) | |
| (15.3) |
Share repurchases | | | (38.0) | | | — |
Debt issuance costs | | | (38.2) | | | — |
Net cash provided by (used in) financing activities | |
| 711.0 | |
| (17.8) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | | | (2.9) | | | — |
Net increase (decrease) in cash and cash equivalents and restricted cash | |
| (41.3) | |
| (0.6) |
Cash and cash equivalents and restricted cash, beginning of period | |
| 161.4 | |
| 71.6 |
Cash and cash equivalents and restricted cash, end of period | | $ | 120.1 | | $ | 71.0 |
| | | | | | |
Supplementary disclosure of cash flow information: | |
| | |
| |
Cash paid for interest expense | | $ | 12.2 | | $ | 3.3 |
Cash paid for income taxes | | $ | 0.1 | | $ | — |
Supplemental disclosure of non-cash financing activities: | |
| | |
| |
Equity contribution from GPGI for acquisition using GPGI Class A Common Stock | | $ | 1,143.0 | | $ | — |
Equity used for acquisition | | $ | (1,143.0) | | $ | |
Consolidation of GPGI Holdings net assets (liabilities), excluding cash, from execution of CompoSecure Management Agreement | | $ | — | | $ | (98.5) |
Operating lease ROU assets exchanged for lease liabilities | | $ | 0.5 | | $ | — |
Derivative asset - interest rate swap | | $ | — | | $ | (0.8) |
6
Segment Statements of Operations and Non-GAAP Reconciliations
Resolute Holdings Management, Inc.
($ in millions, except share and per share amounts)
| | Three months ended | ||||||||||
| | March 31, 2026 | ||||||||||
| | ($ in millions except per share figures) | ||||||||||
| | Resolute | | GPGI | | Intercompany/ | | | | |||
| | Holdings | | Holdings | | Eliminations | | Consolidated | ||||
Management fees | | $ | 12.9 | | $ | — | | $ | (12.9) | | $ | — |
Product sales | | | — | | | 407.8 | | | — | | | 407.8 |
Net sales | | | 12.9 | | | 407.8 | | | (12.9) | | | 407.8 |
Cost of sales | | | — | | | 252.2 | | | — | | | 252.2 |
Gross profit | | | 12.9 | | | 155.6 | | | (12.9) | | | 155.6 |
Total operating expenses | | | 4.3 | | | 170.0 | | | (12.9) | | | 161.4 |
Income from operations | | | 8.6 | | | (14.4) | | | — | | | (5.8) |
Total other income (expense) | | | (0.1) | | | (136.5) | | | — | | | (136.6) |
Income (loss) before income taxes | | | 8.5 | | | (150.9) | | | — | | | (142.4) |
Income tax (expense) | | | 53.0 | | | (3.2) | | | — | | | 49.8 |
Net income (loss) | | | 61.5 | | | (154.1) | | | — | | | (92.6) |
Net income (loss) attributable to non-controlling interest | | | — | | | (154.1) | | | — | | | (154.1) |
Net income (loss) attributable to common stockholders | | $ | 61.5 | | $ | — | | $ | — | | $ | 61.5 |
Net income (loss) per share attributable to common stockholders - diluted | | $ | 7.19 | | | | | | | | $ | 7.19 |
Add: Equity-based compensation expensed at Resolute Holdings under GPGI Equity Plan (1) | | $ | 0.2 | | | | | | | | $ | 0.2 |
Less: Tax impact from consolidation of GPGI Holdings (2) | | | (55.8) | | | | | | | | | (55.8) |
Net tax impact of pre-tax adjustments (3) | | | — | | | | | | | | | — |
Fee-Related Earnings | | $ | 5.9 | | | | | | | | $ | 5.9 |
Fee-Related Earnings per share - diluted | | $ | 0.69 | | | | | | | | $ | 0.69 |
| | | | | | | | | | | | |
Diluted weighted average shares used to compute: | | | | | | | | | | | | |
Net income (loss) per share attributable to common stockholders | | | 8,547,474 | | | | | | | | | 8,547,474 |
Fee-Related Earnings per share | | | 8,547,474 | | | | | | | | | 8,547,474 |
| | Three months ended | ||||||||||
| | March 31, 2025 | ||||||||||
| | ($ in millions except per share figures) | ||||||||||
| | Resolute | | GPGI | | Intercompany/ | | | | |||
| | Holdings | | Holdings | | Eliminations | | Consolidated | ||||
Management fees | | $ | 1.1 | | $ | 103.9 | | $ | (1.1) | | $ | 103.9 |
Product sales | | | — | | | — | | | — | | | — |
Net sales | | | 1.1 | | | 103.9 | | | (1.1) | | | 103.9 |
Cost of sales | | | — | | | 49.4 | | | | | | 49.4 |
Gross profit | | | 1.1 | | | 54.5 | | | (1.1) | | | 54.5 |
Total operating expenses | | | 3.9 | | | 27.9 | | | (2.9) | | | 28.9 |
Income from operations | | | (2.8) | | | 26.6 | | | 1.8 | | | 25.6 |
Total other income (expense) | | | — | | | (2.4) | | | — | | | (2.4) |
Income (loss) before income taxes | | | (2.8) | | | 24.2 | | | 1.8 | | | 23.2 |
Income tax (expense) | | | (0.6) | | | — | | | — | | | (0.6) |
Net income (loss) | | | (3.4) | | | 24.2 | | | 1.8 | | | 22.6 |
Net income (loss) attributable to non-controlling interest | | | — | | | 24.2 | | | 1.8 | | | 26.0 |
Net income (loss) attributable to common stockholders | | $ | (3.4) | | $ | — | | $ | — | | $ | (3.4) |
Net income (loss) per share attributable to common stockholders - diluted | | $ | (0.39) | | | | | | | | $ | (0.39) |
Add: Equity-based compensation expensed at Resolute Holdings under GPGI Equity Plan (1) | | $ | 1.2 | | | | | | | | $ | 1.2 |
Add: Pro forma management fees from Jan 1, 2025 to Feb 27, 2025 (2) | | | 2.0 | | | | | | | | | 2.0 |
Add: Spin-Off costs (3) | | | 0.3 | | | | | | | | | 0.3 |
Less: Tax impact from consolidation of GPGI Holdings (4) | | | — | | | | | | | | | — |
Net tax impact of pre-tax adjustments (5) | | | (0.7) | | | | | | | | | (0.7) |
Fee-Related Earnings | | $ | (0.6) | | | | | | | | $ | (0.6) |
Fee-Related Earnings per share - diluted | | $ | (0.07) | | | | | | | | $ | (0.07) |
| | | | | | | | | | | | |
Diluted weighted average shares used to compute: | | | | | | | | | | | | |
Net income (loss) per share attributable to common stockholders | | | 8,525,998 | | | | | | | | | 8,525,998 |
Fee-Related Earnings per share | | | 8,525,998 | | | | | | | | | 8,525,998 |
| (1) | Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI, Inc Equity Incentive Plan, as amended (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 CompoSecure. |
| (4) | The tax impact of treating Resolute Holdings and GPGI Holdings, including Husky Holdings, as a consolidated entity under ASC 740, to arrive at the Resolute Holdings incometax expense if presented on a non-consolidated basis. |
| (5) | Tax-effect of pre-tax adjustments at a 32.5% estimated effective rate for 2026 and 31% rate for 2025. 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. |
7
Additional Information
Segment Balance Sheets
Resolute Holdings Management, Inc.
($ in millions, except per share amounts)
| | March 31, 2026 | | December 31, 2025 | ||||||||||||||||||||
| | ($ in millions) | | ($ in millions) | ||||||||||||||||||||
| | Resolute | | GPGI | | Intercompany/ | | | | | Resolute | | GPGI | | Intercompany/ | | | | ||||||
| | Holdings | | Holdings | | Eliminations | | Consolidated | | Holdings | | Holdings | | Eliminations | | Consolidated | ||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 5.0 | | $ | 108.1 | | $ | — | | $ | 113.1 | | $ | 4.4 | | $ | 157.0 | | $ | — | | $ | 161.4 |
Restricted cash | | | — | | | 7.0 | | | — | | | 7.0 | | | — | | | — | | | — | | | — |
Short-term investments | | | — | | | — | | | — | | | — | | | 3.1 | | | 41.0 | | | — | | | 44.1 |
Accounts receivable | | | 12.9 | | | 311.7 | | | (12.9) | | | 311.7 | | | 4.0 | | | 44.2 | | | (4.0) | | | 44.2 |
Inventories, net | | | — | | | 411.1 | | | — | | | 411.1 | | | — | | | 44.2 | | | — | | | 44.2 |
Income tax receivable | | | 0.2 | | | 4.4 | | | — | | | 4.6 | | | 0.2 | | | — | | | — | | | 0.2 |
Deferred tax asset | | | 55.7 | | | — | | | — | | | 55.7 | | | — | | | — | | | — | | | — |
Prepaid expenses and other current assets | | | 0.7 | | | 33.6 | | | — | | | 34.3 | | | 0.2 | | | 3.2 | | | — | | | 3.4 |
Total current assets | | | 74.5 | | | 875.9 | | | (12.9) | | | 937.5 | | | 11.9 | | | 289.6 | | | (4.0) | | | 297.5 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment, net | | | — | | | 557.9 | | | — | | | 557.9 | | | — | | | 21.6 | | | — | | | 21.6 |
Goodwill | | | — | | | 3,041.9 | | | — | | | 3,041.9 | | | — | | | — | | | — | | | — |
Intangible assets, net | | | — | | | 1,624.1 | | | — | | | 1,624.1 | | | — | | | 1.9 | | | — | | | 1.9 |
Deferred tax asset | | | 0.2 | | | 3.7 | | | — | | | 3.9 | | | 0.2 | | | — | | | — | | | 0.2 |
Other long-term assets | | | 1.6 | | | 48.1 | | | — | | | 49.7 | | | 1.0 | | | 11.2 | | | — | | | 12.2 |
Total assets | | | 76.3 | | | 6,151.6 | | | (12.9) | | | 6,215.0 | | | 13.1 | | | 324.3 | | | (4.0) | | | 333.4 |
| | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | 0.1 | | | 99.8 | | | 0.1 | | | 100.0 | | | — | | | 11.8 | | | 0.1 | | | 11.9 |
Accrued expenses | | | 1.9 | | | 266.5 | | | (12.9) | | | 255.5 | | | 5.4 | | | 47.0 | | | (4.0) | | | 48.4 |
Deferred revenue | | | — | | | 164.8 | | | — | | | 164.8 | | | — | | | — | | | — | | | — |
Income tax payable | | | 2.9 | | | 41.4 | | | — | | | 44.3 | | | 0.1 | | | — | | | — | | | 0.1 |
Current portion of long-term debt | | | — | | | 9.0 | | | — | | | 9.0 | | | — | | | 15.0 | | | — | | | 15.0 |
Other current liabilities | | | 0.1 | | | 14.9 | | | — | | | 15.0 | | | 0.1 | | | 2.1 | | | — | | | 2.2 |
Total current liabilities | | | 5.0 | | | 596.4 | | | (12.8) | | | 588.6 | | | 5.6 | | | 75.9 | | | (3.9) | | | 77.6 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income tax payable | | | — | | | 20.6 | | | — | | | 20.6 | | | — | | | — | | | — | | | — |
Long-term debt, net of deferred financing costs | | | 40.0 | | | 2,138.3 | | | — | | | 2,178.3 | | | — | | | 169.8 | | | — | | | 169.8 |
Deferred tax liability | | | — | | | 303.1 | | | — | | | 303.1 | | | — | | | — | | | — | | | — |
Other long-term liabilities, net | | | 1.0 | | | 42.0 | | | — | | | 43.0 | | | 1.0 | | | 7.3 | | | — | | | 8.3 |
Total liabilities | | | 46.0 | | | 3,100.4 | | | (12.8) | | | 3,133.6 | | | 6.6 | | | 253.0 | | | (3.9) | | | 255.7 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Additional paid-in capital | | | 19.2 | | | — | | | — | | | 19.2 | | | 18.9 | | | — | | | — | | | 18.9 |
Accumulated deficit | | | 53.2 | | | — | | | — | | | 53.2 | | | (8.3) | | | — | | | — | | | (8.3) |
Treasury stock | | | (42.1) | | | — | | | — | | | (42.1) | | | (4.1) | | | — | | | — | | | (4.1) |
Total stockholders' equity (deficit) | | | 30.3 | | | — | | | — | | | 30.3 | | | 6.5 | | | — | | | — | | | 6.5 |
Non-controlling interest | | | — | | | 3,051.2 | | | (0.1) | | | 3,051.1 | | | — | | | 71.3 | | | (0.1) | | | 71.2 |
Total equity (deficit) | | | 30.3 | | | 3,051.2 | | | (0.1) | | | 3,081.4 | | | 6.5 | | | 71.3 | | | (0.1) | | | 77.7 |
Total liabilities and stockholders' equity (deficit) | | $ | 76.3 | | $ | 6,151.6 | | $ | (12.9) | | $ | 6,215.0 | | $ | 13.1 | | $ | 324.3 | | $ | (4.0) | | $ | 333.4 |
8