EX-99.1 2 rhld-20251103xex99d1.htm EX-99.1

Exhibit 99.1

News Release

Graphic

Resolute Holdings Reports Third Quarter 2025 Results

NEW YORK, NY, November 3, 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, 2025

Management 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.

1


Exhibit – Structural Relationship & Non-GAAP Financial Summary

Graphic

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 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) 256-8405

info@resoluteholdings.com

3


Consolidated Balance Sheets

Resolute Holdings Management, Inc.

($ in thousands, except par value and share amounts)

    

September 30, 

    

December 31, 

2025

2024

ASSETS

 

  

 

  

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

4


Consolidated Statements of Operations

Resolute Holdings Management, Inc.

($ in thousands, except per share amounts)

Three months ended

Nine months ended

September 30, 

September 30, 

    

2025

    

2024

2025

    

2024

Net 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

5


Consolidated Statements of Cash Flows

Resolute 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)

6


Segment Statements of Operations and Non-GAAP Reconciliations

Resolute 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

Consolidated

Management 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.

7


Additional Information

Segment Balance Sheets

Resolute 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

Consolidated

ASSETS

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

8