NEW YORK, May  12, 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 first quarter ending March 31, 2025. Resolute Holdings reported first quarter earnings per share attributable to common stockholders of ($0.39) and Non-GAAP Fee-Related Earnings per share of ($0.07).

“The first quarter was foundational for Resolute Holdings, with the spin-off from CompoSecure completed in February. We experienced a higher than normal tax provision and post spin-off professional fees in the quarter but reiterate our expectation for limited profitability for the full year with approximately $3.0mm of quarterly management fee revenue. I am pleased with the team we have assembled and believe our unique combination of permanent capital and differentiated operating capabilities position us well for the future,” said Tom Knott, Resolute Holdings’ Chief Executive Officer.

Dave Cote, Resolute Holdings’ Executive Chairman added “We are encouraged by the ongoing work to improve operations, drive organic growth, and build a high-performance culture at CompoSecure. In the first quarter, we also increased our efforts to evaluate potential acquisitions and anticipate those efforts to remain significant through 2025 and beyond. We are pleased with our start to the year and remain focused on supporting CompoSecure while rigorously evaluating potential acquisitions that meet 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 ended March, 31 2025Management fees $1,129 Selling, general and administrative expenses  3,926 Income from operations  (2,797)Total other income (expense)  (1)Income (loss) before income taxes  (2,798)Income tax (expense)  (568)Net income (loss)  (3,366)Net income (loss) attributable to non-controlling interest  — Net income (loss) attributable to common stockholders  (3,366)Net income (loss) per share attributable to common stockholders - diluted $(0.39) Adjustments to reconcile Fee-Related Earnings to net income (loss) attributable to common stockholders: Add: Equity-based compensation at CompoSecure (1)  1,148 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  (606)Fee-Related Earnings per share - diluted $(0.07)(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

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, 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
[email protected]

Consolidated Balance Sheets
Resolute Holdings Management, Inc.
($ in thousands, except par value and share amounts)  March 31, December 31,  2025 2024 Unaudited ASSETS CURRENT ASSETS Cash and cash equivalents $71,017  $71,589 Accounts receivable  54,188   47,449 Inventories, net  47,501   44,833 Prepaid expenses and other current assets  3,450   2,696 Deferred tax asset  24   24 Total current assets  176,180   166,591  Property and equipment, net  21,917   23,448 Right of use assets, net  10,238   5,404 Derivative asset - interest rate swap  1,996   2,749 Deposits and other assets  3,957   3,600 Total assets $214,288  $201,792  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $11,414  $5,691 Accrued expenses  16,196   20,062 Bonus payable  4,199   8,466 Commission payable  2,400   2,563 Current portion of long-term debt  12,500   11,250 Current portion of lease liabilities – operating leases  2,110   2,113 Total current liabilities  48,819   50,145  Long-term debt, net of deferred financing costs  180,713   184,389 Lease liabilities, operating leases  8,762   3,888 Total liabilities  238,294   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 March 31, 2025 and December 31, 2024, respectively.  —   — Additional paid-in capital  14,569   1,544 Accumulated deficit  (5,700)  (2,334)Total stockholders' equity (deficit)  8,869   (790)Non-controlling interest  (32,875)  (35,840)Total equity (deficit)  (24,006)  (36,630)Total liabilities and stockholders' equity (deficit) $214,288  $201,792

Consolidated Statements of Operations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)  Three months ended  March 31,  2025 2024Net sales $103,889  $104,010 Cost of sales  49,342   48,797 Gross profit  54,547   55,213 Operating expenses: Selling, general and administrative expenses  28,926   22,770 Income from operations  25,621   32,443  Other income (expense): Change in fair value of derivative liability - convertible notes redemption make-whole provision  —   (297)Interest income  1,077   1,104 Interest expense  (3,384)  (6,537)Amortization of deferred financing costs  (131)  (327)Total other expense, net  (2,438)  (6,057)Income (loss) before income taxes  23,183   26,386 Income tax (expense)  (568)  — Net income (loss) $22,615  $26,386  Net income (loss) attributable to non-controlling interest  25,981   26,386  Net income (loss) attributable to common stockholders $(3,366) $—  Net income (loss) per share attributable to common stockholders - basic & diluted $(0.39) $—  Weighted average shares used to compute net income (loss) per share attributable to common stockholders - basic & diluted (in thousands)  8,526   8,526

Consolidated Statements of Cash Flows
Resolute Holdings Management, Inc.
($ in thousands)  Three months ended March 31,  20252024 Cash flows from operating activities: Net income (loss) $22,615  $26,386 Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization  2,273   2,221 Equity-based compensation expense  6,046   4,167 Amortization of deferred financing costs  131   345 Non-cash operating lease expense  615   587 Change in fair value of derivative liability – convertible notes redemption make-whole provisions  —   297 Changes in assets and liabilities Accounts receivable  (6,739)  5,378 Inventories  (2,668)  (2,657)Prepaid expenses and other assets  (754)  654 Accounts payable  5,723   (369)Accrued expenses  (3,866)  460 Lease liabilities  (578)  (603)Other liabilities  (4,430)  (1,198)Net cash provided by operating activities  18,368   35,668  Cash flows from investing activities: Purchase of property and equipment  (576)  (1,613)Capitalized software costs  (580)  — Net cash used in investing activities  (1,156)  (1,613) Cash flows from financing activities: Payment of term loan  (2,500)  (4,688)Distributions to CompoSecure Holdings members  —   (13,422)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)  (3,426)Transfer to CompoSecure  —   (442)Net cash used in financing activities  (17,784)  (21,978) Net increase (decrease) in cash and cash equivalents  (572)  12,077  Cash and cash equivalents, beginning of period  71,589   38,191  Cash and cash equivalents, end of period $71,017  $50,268  Supplementary disclosure of cash flow information: Cash paid for interest expense $3,299  $4,175 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 $(753) $487

Segment Statements of Operations and Non-GAAP Reconciliations
Resolute Holdings Management, Inc.
($ in thousands, except per share amounts)  Three months ended March 31, 2025 ($ in thousands except per share figures) Resolute CompoSecure Intercompany/  Holdings Holdings Eliminations ConsolidatedManagement fees $1,129  $—  $(1,129) $— Product sales  —   103,889   —   103,889 Net sales  1,129   103,889   (1,129)  103,889 Cost of sales  —   49,342   —   49,342 Gross profit  1,129   54,547   (1,129)  54,547 Total selling, general and administrative expenses  3,926   27,939   (2,939)  28,926 Income from operations  (2,797)  26,608   1,810   25,621 Total other income (expense)  (1)  (2,437)  —   (2,438)Income (loss) before income taxes  (2,798)  24,171   1,810   23,183 Income tax (expense)  (568)  —   —   (568)Net income (loss)  (3,366)  24,171   1,810   22,615 Net income (loss) attributable to non-controlling interest  —   24,171   1,810   25,981 Net income (loss) attributable to common stockholders  (3,366)  —   —   (3,366)Net income (loss) per share attributable to common stockholders - diluted $(0.39)       $(0.39) Adjustments to reconcile fee-related earnings to net income (loss) attributable to common stockholders: Add: Equity-based compensation at CompoSecure (1)  1,148         1,148 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  (606)        (606)Fee-Related Earnings per share - diluted $(0.07)       $(0.07) Weighted average shares used to compute net income (loss) per share attributable to common stockholders and Fee-Related Earnings per share - diluted (in thousands)  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)  March 31, 2025 ($ in thousands) Resolute CompoSecure Intercompany/  Holdings Holdings Eliminations ConsolidatedASSETS CURRENT ASSETS Cash and cash equivalents $8,847  $62,170  $—  $71,017 Accounts receivable  1,129   54,188   (1,129)  54,188 Inventories, net  —   47,501   —   47,501 Prepaid expenses and other current assets  632   2,818   —   3,450 Deferred tax asset  24   —   —   24 Total current assets  10,632   166,677   (1,129)  176,180  Property and equipment, net  —   21,917   —   21,917 Right of use assets, net  1,110   9,128   —   10,238 Derivative asset - interest rate swap  —   1,996   —   1,996 Deposits and other assets  —   3,957   —   3,957 Total assets  11,742   203,675   (1,129)  214,288  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable  112   11,236   66   11,414 Accrued expenses  1,651   15,674   (1,129)  16,196 Bonus payable  —   4,199   —   4,199 Commission payable  —   2,400   —   2,400 Current portion of long-term debt  —   12,500   —   12,500 Current portion of lease liabilities – operating leases  71   2,039   —   2,110 Total current liabilities  1,834   48,048   (1,063)  48,819  Long-term debt, net of deferred financing costs  —   180,713   —   180,713 Lease liabilities, operating leases  1,039   7,723   —   8,762 Total liabilities  2,873   236,484   (1,063)  238,294  Additional paid-in capital  14,569   —   —   14,569 Accumulated deficit  (5,700)  —   —   (5,700)Total stockholders' equity (deficit)  8,869   —   —   8,869 Non-controlling interest  —   (32,809)  (66)  (32,875)Total equity (deficit)  8,869   (32,809)  (66)  (24,006)Total liabilities and stockholders' equity (deficit) $11,742  $203,675  $(1,129) $214,288

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