Resolute Holdings Management, Inc.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 12, 2026
RHLD$153.71+18.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001410578-25-000595
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-12.
0001104659-26-027050
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 109 previous paragraphs and 73 current paragraphs.
17 unchanged; 22 reworded; 34 added; 67 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included in this Annual Report on Form 10-K.
Current report
Resolute Holdings provides operating management services to GPGI Holdings and Husky Holdings and other companies it may manage in the future, both in the United States and internationally, to generate recurring, long-duration management fees. Resolute Holdings applies a differentiated approach of value creation through the systematic deployment of the Resolute Operating System to drive performance at businesses it manages with the intention of creating value at both the underlying managed businesses and at Resolute Holdings. Resolute Holdings also applies its M&A and capital markets expertise to drive inorganic growth of its managed businesses.
Current report
In accordance with ASC 810 and due to the terms of the CompoSecure Management Agreement, Resolute Holdings is required to consolidate GPGI Holdings because it is a VIE of which Resolute Holdings is deemed to be the primary beneficiary. Resolute Holdings does not own any equity interests or common stock in GPGI Holdings, Husky Holdings, or GPGI.
Current report
GPGI Holdings, through the CompoSecure business, is the global leader in the design and manufacturing of premium metal payment cards and secure authentication solutions. The company pioneered the use of metal in payment cards dating back to 2003 and combines industry-leading innovation, advanced materials science, and proprietary manufacturing processes to deliver highly differentiated products to its customers. CompoSecure’s metal payment cards integrate a metal core with EMV® (acronym representing Europay, Mastercard, and Visa) chips, magnetic stripes, and contactless payment technology, while meeting stringent certification requirements from global payment networks. CompoSecure’s metal cards deliver a distinctive weight, a premium aesthetic, and enhanced durability for consumers, while its issuer customers benefit from the ability to attract higher-value consumers, reduce cardholder churn, and unlock higher customer spend relative to traditional plastic cards.
Current report
On February 28, 2025, GPGI completed the Spin-Off, whereby each stockholder of record who held shares of GPGI Class A Common Stock as of the close of business on February 20, 2025, received one share of Resolute Holdings common stock for every twelve shares of GPGI Class A Common Stock then held. On February 28, 2025, Resolute Holdings started trading regular-way on The Nasdaq Stock Market LLC under the ticker symbol “RHLD”. On September 23, 2025, Resolute Holdings transferred the listing of its common stock to the New York Stock Exchange where it continues to trade under the ticker symbol “RHLD”. On March 2, 2026, Resolute Holdings redomiciled its state of incorporation from the State of Delaware to the State of Nevada.
Current report
In connection with the completion of the Spin-Off, Resolute Holdings entered into the CompoSecure Management Agreement, pursuant to which Resolute Holdings is responsible for managing the day-to-day business and operations and overseeing the strategy of GPGI Holdings and its controlled affiliates. Due to the execution of and the terms of the CompoSecure Management Agreement, Resolute Holdings is required to consolidate GPGI Holdings for financial reporting purposes.
Current report
Pursuant to the CompoSecure Management Agreement, GPGI Holdings pays Resolute Holdings the CompoSecure Management Fee, payable quarterly in arrears, in a cash amount equal to 2.5% of Management Agreement Adjusted EBITDA. Management Agreement Adjusted EBITDA reflects (a) GPGI Holdings’ earnings before interest, taxes, depreciation, depletion and amortization, extraordinary losses and expenses, one-time and non-recurring expenses, and the CompoSecure Management Fee, less (b) Parent Allocated Expense, as defined in the CompoSecure Management Agreement. Management Agreement Adjusted EBITDA for GPGI Holdings is calculated without duplication of Husky Holdings’ Adjusted EBITDA and its share of Parent Allocated Expense. GPGI Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of GPGI Holdings other than those expenses related to Resolute Holdings’ or its affiliates’ personnel who provide services to GPGI Holdings under the CompoSecure Management Agreement. Resolute Holdings will determine, in its sole and absolute discretion, whether a cost or expense will be borne by Resolute Holdings or by GPGI Holdings.
Current report
The CompoSecure Management Agreement has an initial term of 10 years and shall automatically renew for successive ten-year terms unless terminated in accordance with its terms. Resolute Holdings and GPGI Holdings may each terminate the CompoSecure Management Agreement upon the occurrence of certain other limited events, and in connection with certain of these limited events, Resolute Holdings has the right to require GPGI Holdings to pay a termination fee, which may be paid in cash, shares of common stock of GPGI or a combination of cash and stock. The CompoSecure Management Agreement also provides for certain indemnification rights in Resolute Holdings’ favor, as well as certain additional covenants, representations and warranties.
Current report
In conjunction with the closing of the Husky Transaction, Husky Holdings and Resolute Holdings entered into the Husky Management Agreement on substantially identical terms as the CompoSecure Management Agreement, pursuant to which Resolute Holdings provides management and other related services to Husky Holdings in exchange for payment of the Husky Management Fee, which is calculated without duplication of GPGI Holdings’ Adjusted EBITDA and its share of Parent Allocated Expense.
Current report
Economic Conditions
Current report
Since the Husky Transaction closed on January 12, 2026, management’s discussion and analysis of the Company’s financial condition and results of operations for the years ended December 31, 2025 and December 31, 2024 does not include Husky Holdings.
Current report
Other Income (Expense)
Current report
Net Income (Loss)
Current report
Year ended December 31, 2025 vs. year ended December 31, 2024
Current report
Domestic: The Company’s domestic net sales for the year ended December 31, 2025 increased $56.2 million, or 16%, to $399.6 million compared to $343.5 million for the year ended December 31, 2024. The increase was due to higher volumes from new and existing customers and a higher blended average selling price.
Current report
The Company’s gross profit for the year ended December 31, 2025 increased $41.0 million, or 19%, to $260.2 million compared to $219.2 million for the year ended December 31, 2024, while the gross profit margin increased by 4% to 56%. The increase was driven by higher volumes, mix, and improved operational execution from the implementation of the Resolute Operating System.
Current report
The Company’s operating expenses increased $24.3 million, or 26%, to $117.0 million for the year ended December 31, 2025 compared to $92.7 million for the year ended December 31, 2024. The increase was primarily due to incremental salaries, bonuses, and equity based compensation expense from hiring employees at Resolute Holdings.
Current report
Income from operations for the year ended December 31, 2025 increased $16.7 million, or 13%, to $143.3 million. The increase was due to an increase in revenue and gross margin, offset by an increase in operating expenses. Operating margin for the year ended December 31, 2025 was up 1% to 31% compared to the year ended December 31, 2024. The increase in operating margin was driven by an increase in the gross margin, offset by an increase in operating expenses described above.
Current report
Other Income (Expense)
Current report
Other expense for the year ended December 31, 2025 decreased $8.1 million, to $8.4 million, compared to $16.4 million for the year ended December 31, 2024. The decrease in other expense was primarily due to lower interest expense as a result of the previously outstanding Exchangeable Notes of GPGI Holdings being exchanged for shares of GPGI Class A common stock and extinguished during the fourth quarter of 2024.
Current report
Income Tax Expense
Current report
The Company’s income tax expense for the year ended December 31, 2025, reflecting taxes since the date of the Spin-Off, was $0.9 million compared to $0.0 million for the year ended December 31, 2024 due to Resolute Holdings being taxed as a corporation compared to GPGI Holdings as a pass-through entity in the prior period.
Current report
Segments
Current report
The following table presents the Company’s results of operations by reportable segment for the years ended December 31, 2025, and December 31, 2024:
Current report
Use of Non-GAAP Financial Measures
Current report
This Annual Report on Form 10-K includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and that may be different from non-GAAP financial measures used by other companies. The Company believes Fee-Related Earnings and Fee-Related Earnings per share are useful to investors in evaluating the Company’s financial performance. Fee-Related Earnings is calculated based on net income (loss) attributable to common stockholders of Resolute Holdings, and adding back (a) equity-based compensation under GPGI’s equity plan, the CompoSecure, Inc. 2021 Incentive Equity Plan (as amended, the “GPGI Equity Plan”), (b) pro forma management fees for the period during which expenses were incurred from January 1, 2025 until February 27, 2025 but prior to execution of the CompoSecure Management Agreement, (c) one-time Spin-Off related costs, less the net tax impact of such adjustments at Resolute Holdings’ nominal tax rate of 28%. We believe that these non-GAAP financials represent the best presentation regarding the performance of the Company that is 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 the Company’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity, and may be different from similarly titled non-GAAP measures used by other companies.
Current report
The following unaudited table presents the reconciliation of U.S. GAAP net income attributable to common stockholders to non-GAAP Fee-Related Earnings and Fee-Related Earnings per share for the year ended December 31, 2025:
Current report
On January 12, 2026, in conjunction with the closing of the Husky Transaction, GPGI Holdings repaid in full all outstanding obligations under its credit agreement then in place and assumed approximately $2.1 billion of debt from Husky. On January 14, 2026, GPGI Holdings refinanced the assumed $2.1 billion of debt and entered into a new credit facility consisting of a $1.2 billion term loan maturing in 2033 and a $400.0 million revolving credit facility maturing in 2031, and also issued $900.0 million in 5.625% Senior Secured Notes due 2033. On February 20, 2026, Resolute Holdings refinanced its existing $5.0 million revolving credit facility with a new $30.0 million revolving credit facility maturing in February 2031.
Current report
Resolute Holdings and GPGI Holdings are distinct legal entities and operating businesses that must separately maintain sufficient liquidity independent of each other. Debt at each entity is non-recourse to the other. Resolute Holdings is dependent on
Current report
payment of the management fees from its managed companies to maintain sufficient liquidity. The Company believes that the cash flows from operations and available cash and cash equivalents and short-term investments, as well as the availability of a $30.0 million revolving credit facility at Resolute Holdings, are sufficient to meet the liquidity needs of Resolute Holdings for at least the next 12 months from the date of filing of this Annual Report on Form 10-K. The Company believes that the cash flows from operations and available cash and cash equivalents and short-term investments, as well as the availability of a $400.0 million revolving credit facility at GPGI Holdings, are sufficient to meet both the short-term and long-term liquidity needs of GPGI Holdings, including the repayment of its outstanding debt, and the payment of the CompoSecure Management Fee and Husky Management Fee for at least the next 12 months from the date of filing of this Annual Report on Form 10-K.
Current report
Cash provided by the Company’s operating activities for the year ended December 31, 2025 was $196.1 million compared to cash provided by operating activities of $152.1 million during the year ended December 31, 2024. The increase in cash provided by operating activities of $44.0 million was primarily attributable to an increase in operating income, a decrease in interest expense, an increase in accrued expenses and accounts payable, and a decrease in accounts receivable, partially offset by a smaller decrease in inventories and an increase in prepaid expenses and other assets.
Current report
As of December 31, 2025, the Company has short-term and long-term operating lease payments of approximately $2.9 million and $10.2 million, respectively. As of January 14, 2026, the Company has short-term and long-term debt obligations consisting of mandatory principal amortization payments on the new GPGI Holdings credit facility of approximately $6.0 million and $1,194 million, respectively. Other than the Company’s debt obligations, the impact to the Company’s contractual obligations from Husky Transaction is not determinable as of the date of this report.
Current report
Husky Transaction
Current report
The completion of the Husky Transaction materially expands the scale and complexity of the Company’s operations. Beginning in 2026, the Company expects its liquidity profile, debt service requirements, capital allocation priorities and cash flow generation to be significantly influenced by the results of the Husky Holdings business. Management believes the enhanced scale of the Company increases the management fee revenue and cash flows to Resolute Holdings and provides increased scale at its managed businesses to drive incremental organic and inorganic growth. The Husky Transaction also increases the leverage profile of Resolute Holdings’ managed businesses. The Company will continue to evaluate the capital structure of each of Resolute Holdings and GPGI Holdings and may pursue additional financing or capital markets activity as appropriate.
Removed paragraphs (67)
Previous report
For financial reporting purposes, we are required under U.S. generally accepted accounting principles to consolidate the financial statements of CompoSecure Holdings. As we are a newly formed entity, the Management’s Discussion and Analysis of Financial Condition and Results of Operations presented herein and in our future filings with respect to periods prior to the Spin-Off will be represented by the historical Management’s Discussion and Analysis of Financial Condition and Results of Operations of CompoSecure Holdings. Accordingly, except as otherwise indicated, the discussion and analysis in this section relates to CompoSecure Holdings’ historical financial condition and results of operations prior to the completion of the Spin-Off, and does not reflect the impact that the Spin-Off will have on us. Additionally, the financial statements of Resolute Holdings for periods ending following the completion of the Spin-Off will be prepared on a different basis from those of CompoSecure Holdings, and accordingly, our financial statements, financial condition and results of operations are expected to differ materially from those of CompoSecure Holdings and from the following discussion and analysis and any forward-looking statements contained therein. Accordingly, the following discussion and analysis should be read in conjunction with CompoSecure Holdings’ financial statements and corresponding notes and Resolute Holdings’ financial statements and corresponding notes, each included elsewhere in this Annual Report.
Previous report
CompoSecure operates its business through a subsidiary of CompoSecure Holdings and, accordingly, references in this section to the business and operations of CompoSecure refer to the business and operations of CompoSecure Holdings.
Previous report
This discussion contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances. Our and CompoSecure Holdings’ actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed below and elsewhere in this Annual Report, particularly in “Item 1A. Risk Factors.” Actual results may differ materially from these expectations. See “Cautionary Statement Concerning Forward-Looking Statements.” Certain columns and rows within tables may not add due to the use of rounded numbers.
Previous report
We were formed on September 27, 2024 to provide operating management services to CompoSecure Holdings and any other companies we may manage in the future. Until the completion of the Spin-Off on February 28, 2025, we were a wholly owned subsidiary of CompoSecure Holdings, had not engaged in any business operations and had no assets or liabilities, other than those incidental to our formation. Following the completion of the Spin-Off, the sole source of our revenues will be management fees we may receive pursuant to our management agreements, which currently consists solely of the CompoSecure Management Agreement. See “Item 1. Business – The CompoSecure Management Agreement.” As a result, for the foreseeable future, our performance, financial condition and results of operations will depend entirely on the performance of CompoSecure Holdings.
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CompoSecure creates innovative, highly differentiated and customized financial payment card products for banks and other payment card issuers to support and increase their customer acquisition, customer retention and organic customer spend. CompoSecure’s customers consist primarily of leading international and domestic banks and other payment card issuers primarily within the United States (“U.S.”), with additional direct and indirect customers in Europe, Asia, Latin America, Canada, and the Middle East. CompoSecure is a platform for next generation payment technology, security, and authentication solutions. CompoSecure maintains trusted, highly-embedded and long-term customer relationships with an expanding set of global issuers. CompoSecure has established a niche position in the financial payment card market through over 20 years of innovation and experience and is focused primarily on this attractive subsector of the financial technology market. CompoSecure serves a diverse set of direct customers and indirect customers, including some of the largest issuers of credit cards in the U.S.
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KNOWN TRENDS OR FUTURE EVENTS; FACTORS AFFECTING OPERATING RESULTS
Previous report
Until the completion of the Spin-Off on February 28, 2025, Resolute Holdings had neither engaged in any operations nor generated any revenues. Accordingly, our only activities during the fiscal year ended December 31, 2024 were organizational activities and those necessary to prepare for the Spin-Off. We will not generate any revenues until the receipt of the CompoSecure Management Fee, which we expect will commence in the second quarter of the fiscal year ending December 31, 2025 (pro rata for the first quarter of the 2025 fiscal year). Following the completion of the Spin-Off, we have incurred, and expect to continue to incur, increased expenses as a result of being a public company.
Previous report
CompoSecure’s Arculus platform offers a broad range of secure authentication and digital asset storage solutions and enables its consumer Arculus Cold Storage Wallet for digital assets. CompoSecure believes that consumers can achieve enhanced protection by controlling their private keys with a cold storage wallet, such as the Arculus Cold Storage Wallet. At the same time, this market cycle has created uncertainty in timing for CompoSecure’s anticipated Arculus ramp up, as some of its partners and targets have been impacted. Therefore, CompoSecure has been taking a measured approach to better target the timing of its investments to support near-term and long-term opportunities.
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CompoSecure believes that its performance and future success depend on a number of factors that present significant opportunities for the company but also pose risks and challenges.
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Resolute Holdings had neither engaged in any operations nor generated any revenues during the fiscal year ended December 31, 2024. Our operating expenses in 2024 consisted of expenses allocated to Resolute Holdings from CompoSecure and CompoSecure Holdings’ financial records related to the direct and ongoing operation of Resolute Holdings. The expenses primarily related to salaries, benefits, bonus accruals, and equity-based compensation for personnel that were employees of CompoSecure Holdings during 2024 and whose employment was subsequently transferred to Resolute Holdings in connection with the Spin-Off. The remaining expenses consisted of audit fees, licenses and subscriptions, miscellaneous office expenses, and other general and administrative expenses.
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On June 11, 2024, CompoSecure paid a special cash dividend to the holders of is Class A Common Stock and made a corresponding distribution to Class B unitholders of CompoSecure Holdings. As a result of the special cash dividend and distribution, the conversion price of outstanding 7.00% Exchangeable Senior Notes due 2026 of CompoSecure Holdings (the “CompoSecure Exchangeable Notes”) was adjusted to $10.98 per share, which resulted in an adjustment to the exchange rate to 91.0972 shares of CompoSecure’s Class A Common Stock per $1,000 principal amount of notes exchanged.
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On August 7, 2024, all of the holders of CompoSecure’s Class B Common Stock entered into stock purchase agreements with Resolute Holdings I, LP and its affiliated vehicles (“Resolute”), pursuant to which the selling stockholders exchanged their 51,908,422 Class B Units of CompoSecure Holdings (and corresponding shares of CompoSecure’s Class B Common Stock) for shares of CompoSecure’s Class A Common Stock, eliminating CompoSecure’s existing dual-share class structure. On September 17, 2024, the transactions (the “Resolute Transaction”) closed, and Resolute Compo Holdings LLC became the majority owner of CompoSecure by acquiring 49,290,409 shares of CompoSecure’s Class A Common Stock for an aggregate purchase price of approximately $372.1 million, or $7.55 per share, representing approximately a 60% voting interest, and, as of February 28, 2025, Resolute Compo Holdings LLC together with its affiliates owned approximately 51% of the voting interest of CompoSecure’s Class A Common Stock. Neither CompoSecure nor CompoSecure Holdings was party to the stock purchase agreements. Prior to the Resolute Transaction, holders of CompoSecure’s Class B Common Stock held Class B Units of CompoSecure Holdings. Subsequent to the Resolute Transaction, CompoSecure owns 100% of CompoSecure Holdings. Additionally, as a result of the Resolute Transaction, CompoSecure no longer has shares of Class B Common Stock outstanding or a non-controlling interest as of December 31, 2024.
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Effective September 19, 2024, the completion of the Resolute Transaction triggered a “Fundamental Change” as defined in the Indenture to the CompoSecure Exchangeable Notes (the “Indenture”). Triggering the Fundamental Change provision provided holders of the CompoSecure Exchangeable Notes a choice to: (1) exchange their CompoSecure Exchangeable Notes for shares of CompoSecure’s A Common Stock at a temporarily increased exchange rate of 104.5199 shares per $1,000 principal amount of CompoSecure Exchangeable Notes until November 27, 2024 (with the exchange rate then reverting to the existing 91.0972 shares per $1,000 principal amount of CompoSecure Exchangeable Notes); (2) have CompoSecure Holdings repurchase for cash of all of such holder’s notes on November 29, 2024 at a repurchase price equal to 100% of the principal amount of the CompoSecure Exchangeable Notes to be repurchased plus accrued and unpaid interest; or (3) continue to hold the CompoSecure Exchangeable Notes. A notice was sent to all holders of CompoSecure Exchangeable Notes on October 9, 2024 providing details of these choices. This temporary
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increase in the exchange rate resulted in an adjustment of the conversion price to $9.57 per share from September 19, 2024 to November 29, 2024. Through December 31, 2024, an aggregate of $130.0 million of the CompoSecure Exchangeable Notes had been surrendered and exchanged for an aggregate of 13,587,565 newly-issued shares of CompoSecure’s Class A Common Stock. As of December 31, 2024 all of the CompoSecure Exchangeable Notes were exchanged into shares of CompoSecure’s Class A Common Stock.
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On August 7, 2024, CompoSecure Holdings entered into a Fourth Amended and Restated Credit Agreement with J.P. Morgan Change and the lenders party thereto to refinance its senior secured indebtedness, which increased the maximum borrowing capacity of the credit facility to $330.0 million comprising of a term loan of $200.0 million and a revolving credit facility of $130.0 million. The senior credit facility is set to mature on August 7, 2029. See “Liquidity and Capital Resources—CompoSecure Holdings” below.
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On February 28, 2025, the Parent completed the Spin-Off, in connection with which CompoSecure Holdings and Resolute Management entered into the CompoSecure Management Agreement. See “Item 1. Business” above.
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Other Expense, net
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Net Income
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Domestic: CompoSecure Holdings’ domestic net sales for the year ended December 31, 2024 increased $22.0 million, or 7%, to $343.5 million compared to $321.5 million for the year ended December 31, 2023. The increase was primarily due to higher customer acquisition by the company’s clients as they continued to experience higher demand.
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In addition, the following table presents the company’s net sales for the three months ended December 31, 2024 compared to December 31, 2023:
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CompoSecure Holdings’ net sales for the three months ended December 31, 2024 increased $1.0 million, or 1%, to $100.9 million compared to $99.9 million for the three months ended December 31, 2023.
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CompoSecure Holdings’ gross profit for the year ended December 31, 2024 increased $10.1 million, or 5%, to $219.2 million compared to $209.1 million for the year ended December 31, 2023, while the gross profit margin decreased from 54% to 52%. The decrease in gross margin was partially driven by initial production of new and innovative card constructions, which resulted in lower production efficiencies and the impact of inflationary pressure on wages and materials for the year ended December 31, 2024.
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CompoSecure Holdings’ operating expenses for the year ended December 31, 2024 increased $9.0 million, or 11%, to $92.5 million compared to $83.5 million for the year ended December 31, 2023. The increase was driven primarily by an increase in stock based compensation of $3.2 million, increases in salaries and commission expense of $1.4 million, increase in bonus expenses of $3.3 million, increase in computer software supplies of $0.8 million, increase in depreciation of $0.8 million and increase in various other costs of $0.6 million. The increases were partially offset by reduction in marketing expenses of $0.6 million and decrease in professional fees of $0.5 million.
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During the year ended December 31, 2024, CompoSecure Holdings had income from operations of $126.7 million compared to income from operations of $125.5 million for the year ended December 31, 2023. CompoSecure Holdings’ operating margin for the year ended December 31, 2024 decreased to 30% compared to 32% for the year ended December 31, 2023. The decrease in operating margin was primarily due to the decrease in gross margin as a percentage of revenue and increase in operating expenses offset by revenue growth.
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Other Expenses, Net
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Other expenses for the year ended December 31, 2024 decreased $7.9 million, or 33%, to $16.4 million compared to $24.3 million for the year ended December 31, 2023. The overall decrease in other expenses was primarily due to decreases in interest expense of $7.3 million and changes in fair value of derivative liability of $0.6 million.
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Net Income
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CompoSecure Holdings’ net income for the year ended December 31, 2024 was $110.3 million, compared to net income of $101.2 million for the year ended December 31, 2023.
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General
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Expense Allocation
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Expenses incurred for the benefit of Resolute Holdings have been allocated to our financial statements from CompoSecure and CompoSecure Holdings’ financial records based on whether the expense related to the direct and ongoing operation of Resolute Holdings.
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General
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Revenue Recognition
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CompoSecure Holdings recognizes revenue in accordance with the accounting standard ASC 606 when the performance obligations under the terms of CompoSecure Holdings’ contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refer to the products offered by CompoSecure Holdings, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or a customer has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer.
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The primary judgments relating to CompoSecure Holdings’ revenue recognition include determining whether (i) the contract with a customer exists; (ii) performance obligations are identified; (iii) the transaction price is determined; (iv) the transaction price is
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allocated to performance obligations; and (v) the distinct performance obligations are satisfied by transferring control of the product or service to the client. Transfer of control is typically evaluated from the customer’s perspective.
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CompoSecure Holdings invoices its customers at the time at which control is transferred, with payment terms ranging between 15 and 60 days depending on each individual contract. As the payment is due within 60 days of the invoice, a significant financing component is not included within the contracts.
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The majority of CompoSecure Holdings’ contracts with its customers have the same performance obligation of manufacturing and transferring the specified number of cards to the customer. Each individual card included within an order constitutes a separate performance obligation, which is satisfied upon the transfer of goods to the customer. The contract term as defined by ASC 606 is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, CompoSecure Holdings’ contracts are generally short term in nature.
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Revenue is measured in an amount that reflects the consideration CompoSecure Holdings expects to receive in exchange for those products or services. Revenue is recognized net of variable consideration such as discounts, rebates and returns.
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CompoSecure Holdings’ products do not include an unmitigated right of return unless the product is non-conforming or defective. If the goods are non-conforming or defective, the defective goods are replaced or reworked or, in certain instances, a credit is issued for the portion of the order that was non-conforming or defective. A provision for sales returns and allowances is recorded based on experience with goods being returned. Most returned goods are re-worked and subsequently re-shipped to the customer and recognized as revenue. Historically, returns have not been material to CompoSecure Holdings.
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Reworded paragraphs (22)
Previous wording
U.S. and international markets and particularly the rapidly evolving digital assets industry, are experiencing uncertain and volatile economic conditions, including the war in Ukraine, the ongoing conflict in Israel, Gaza and the surrounding areas, sustained inflation, threats or concerns of recession, and supply chain disruptions. These conditions make it extremely difficult for CompoSecure Holdings and its suppliers to accurately forecast and plan future business activities. Additionally, a significant downturn in the domestic or global economy may cause existing customers of CompoSecure Holdings to pause or delay orders and prospective customers to defer new projects. Together, these circumstances create an environment in which it is challenging for CompoSecure Holdings to predict future operating results. If these uncertain business, macroeconomic or political conditions continue or further decline, the business, financial condition and results of operations of CompoSecure Holdings could be materially adversely affected.
Current wording
Economic tensions and changes in international trade policies, including new tariffs introduced by the U.S. last year could impact the market for our products and services. In particular, a portion of the raw materials used by us to manufacture our products are obtained, directly or indirectly, from companies located outside of the United States. Additionally, a significant downturn in the domestic or global economy may cause our existing customers to pause or delay orders and prospective customers to defer new projects. Together, these circumstances create an environment in which it is challenging for us to predict future operating results. If these uncertain business, macroeconomic or political conditions continue or further decline, our business, financial condition and results of operations could be materially adversely affected.
Previous wording
Net sales reflect CompoSecure Holdings’ revenue generated primarily from the sale of its products. Product sales primarily include the design and manufacturing of metal cards, including contact and dual interface cards. CompoSecure Holdings also generates revenue from the sale of Prelams (which refers to pre-laminated, sub-assemblies consisting of a composite of material layers which are partially laminated to be used as a component in the multiple layers of a final payment card or other card construction). Net sales include the effect of discounts and allowances which consist primarily of volume-based rebates.
Current wording
Net sales reflect the Company’s revenue generated from the sale of GPGI Holdings’ products as management fee revenue at Resolute Holdings is eliminated in consolidation. Product sales at GPGI Holdings primarily include the design and manufacturing of metal cards, including contact and dual interface cards. GPGI Holdings also generates revenue from the sale of Prelams (which refers to pre-laminated, sub-assemblies consisting of a composite of material layers which are partially laminated to be used as a component in the multiple layers of a final payment card or other card construction). Net sales include the effect of discounts and allowances which consist primarily of volume-based rebates.
Previous wording
CompoSecure Holdings’ cost of sales includes the direct and indirect costs related to manufacturing products and providing related services. Product costs include the cost of raw materials and supplies, including various metals, EMV® chips, holograms, adhesives, magnetic stripes, and NFC assemblies; the cost of labor; equipment and facilities; operational overhead; depreciation and amortization; leases and rental charges; shipping and handling; and freight and insurance costs. Cost of sales can be impacted by many factors, including volume, operational efficiencies, procurement costs, and promotional activity.
Current wording
The Company’s cost of sales comprises GPGI Holdings’ direct and indirect costs related to manufacturing products and providing related services. Product costs include the cost of raw materials and supplies, including various metals, EMV® chips, holograms, adhesives, magnetic stripes, and NFC assemblies; the cost of labor; equipment and facilities; operational overhead; depreciation and amortization; leases and rental charges; shipping and handling; and freight and insurance costs. Cost of sales can be impacted by many factors, including volume, operational efficiencies, procurement costs, and promotional activity.
Previous wording
CompoSecure Holdings’ gross profit represents its net sales less cost of sales, and its gross margin represents gross profit as a percentage of its net sales.
Current wording
The Company’s gross profit comprises GPGI Holdings’ net sales less cost of sales, and its gross margin represents gross profit as a percentage of its net sales.
Previous wording
CompoSecure Holdings’ operating expenses are comprised of selling, general, and administrative expenses, which generally consist of personnel-related expenses for its corporate, executive, finance, information technology, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, sales and marketing.
Current wording
The Company’s operating expenses are primarily comprised of selling, general, and administrative expenses at Resolute Holdings and GPGI Holdings, which generally consist of personnel-related expenses for its corporate, executive, finance, information technology, and other administrative functions, and expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, sales and marketing.
Previous wording
Income from operations consists of CompoSecure Holdings’ gross profit less its operating expenses. Operating margin is income from CompoSecure Holdings’ operations as a percentage of its net sales.
Current wording
Income from operations consists of the Company’s gross profit less its operating expenses. Operating margin is income from the Company’s operations as a percentage of its net sales.
Previous wording
Other expense primarily consists of changes in fair value of derivative liability and interest expense, net of any interest income and amortization of deferred financing costs.
Current wording
Other income (expense) primarily consist of interest expense net of any interest income and deferred financing costs.
Previous wording
Net income consists of CompoSecure Holdings’ income from operations, less other expenses.
Current wording
Net income (loss) consists of the Company’s income from operations, less other expenses and income tax provision or benefit.
Previous wording
Year Ended December 31, 2024 Compared with Year Ended December 31, 2023
Current wording
This discussion summarizes the significant factors affecting our consolidated results of operations, financial condition and liquidity for the year ended December 31, 2025, compared with December 31, 2024. This discussion should be read in conjunction with Item 8, the Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K. A detailed discussion of the year ended December 31, 2024, compared with December 31, 2023, is not included herein and can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025, under the heading “Results of Operations,” which is incorporated herein by reference.
Previous wording
The following table presents the results of operations of CompoSecure Holdings for the periods indicated:
Current wording
The following table presents the Company’s results of operations for the periods indicated:
Previous wording
CompoSecure Holdings’ net sales for the year ended December 31, 2024 increased by $29.9 million, or 8%, to $420.6 million compared to $390.6 million for the year ended December 31, 2023. The increase was driven by continued domestic growth in the company’s premium payment card business, which was up 7%, and international sales, which were up 11%.
Current wording
The Company’s net sales for the year ended December 31, 2025 increased $41.5 million to $462.1 million compared to $420.6 million for the year ended December 31, 2024. The increase was driven by a 16% increase in domestic sales in GPGI Holdings’ premium payment card business, partially offset by international sales which were down 19%.
Previous wording
International: CompoSecure Holdings’ international net sales for the year ended December 31, 2024 increased $7.9 million, or 11%, to $77.1 million compared to $69.2 million for the year ended December 31, 2023. The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. There were increased sales across the customer base driving growth in net sales during 2024.
Current wording
International: The Company’s international net sales for the year ended December 31, 2025 decreased $14.7 million, or 19%, to $62.4 million compared to $77.1 million for the year ended December 31, 2024. GPGI Holdings’ international customer base is comprised of a larger population of smaller customers compared to the domestic customer base. New program customer orders were lower compared to the year ended December 31, 2024.
Previous wording
CompoSecure Holdings’ primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and borrowings on its term loan and revolving credit facility. CompoSecure Holdings’ primary cash requirements include operating expenses, debt service payments (principal and interest) and capital expenditures (including property and equipment).
Current wording
Resolute Holdings’ primary sources of liquidity are revenue derived from the management agreements with its managed companies, its existing cash and cash equivalents balances, short-term investments, and borrowings on the Resolute Holdings revolving credit facility. GPGI Holdings’ primary sources of liquidity are its existing cash and cash equivalents, short-term investments, cash flows from operations, and borrowings on the GPGI Holdings term loan, revolving credit facility, and senior secured notes as detailed in Notes 8 and 19 of the audited consolidated financial statements in this Annual Report on Form 10-K. The Company’s primary cash requirements at Resolute Holdings and GPGI Holdings include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment and software).
Previous wording
As of December 31, 2024, CompoSecure Holdings had cash and cash equivalents of $71.6 million and total debt principal outstanding of $197.5 million. As of December 31, 2023, CompoSecure Holdings had cash and cash equivalents of $38.2 million and total debt principal outstanding of $340.3 million.
Current wording
As of December 31, 2025, the Company had cash and cash equivalents of $161.4 million, consisting of $4.4 million at Resolute Holdings and $157.0 million at GPGI Holdings. The Company had short-term investments comprised of US treasury bills of $44.1 million, consisting of $3.1 million at Resolute Holdings and $41.1 million at GPGI Holdings. The Company had debt principal outstanding of $186.3 million at GPGI Holdings. As of December 31, 2024, the Company had cash and cash equivalents of $71.6 million and total debt principal outstanding of $197.5 million, all at GPGI Holdings.
Previous wording
CompoSecure Holdings believes that cash flows from its operations and available cash and cash equivalents as well as the availability of a revolving credit facility of $130 million (as described below), are sufficient to meet its liquidity needs, including the repayment of its outstanding debt, for at least the next 12 months. CompoSecure Holdings anticipates that to the extent that it requires additional liquidity, it will be funded through borrowings on its revolving credit facility, the incurrence of other indebtedness, or a combination thereof and offering of its shares in capital markets. CompoSecure Holdings cannot be assured that it will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, CompoSecure Holdings’ liquidity and its ability to meet its obligations and fund its capital requirements are also dependent on its future financial performance, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, CompoSecure Holdings cannot assure that its business will generate sufficient cash flows from operations or that future borrowings will be available from additional indebtedness or otherwise to meet its liquidity needs. Although CompoSecure Holdings has no specific current plans to do so, if CompoSecure Holdings decides to pursue one or more significant acquisitions, it may incur additional debt to finance such acquisitions.
Current wording
The Company anticipates that to the extent Resolute Holdings requires additional liquidity, it shall do so through borrowings on its revolving credit facility, the incurrence of other indebtedness, or a combination thereof. The Company anticipates that to the extent GPGI Holdings requires additional liquidity, it shall do so through borrowings on its revolving credit facility, the incurrence of other indebtedness, or a combination thereof and offering of GPGI shares in capital markets. The Company cannot be assured that each of Resolute Holdings and GPGI Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of Resolute Holdings and GPGI Holdings and their ability to meet their respective obligations and fund their capital requirements are also dependent on their respective future financial performance, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, the Company cannot be assured that its business will generate sufficient cash flows from operations or that future borrowings will be available from additional indebtedness or otherwise to meet its liquidity needs. Although the Company has no specific current plans to do so, if the Company decides to pursue one or more significant acquisitions, the Company may incur additional debt to finance such acquisitions.
Previous wording
Cash provided by CompoSecure Holdings’ operating activities for the year ended December 31, 2024 was $152.1 million compared to cash provided by its operating activities of $112.1 million during the year ended December 31, 2023. The cash provided by operating activities of $15.8 million was primarily attributable to increases in net income of $9.1 million, equity compensation expense of $3.2 million, and changes in working capital of $26.8 million.
Current wording
Net Cash Provided by Operating Activities
Previous wording
Net Cash Used in Investing
Current wording
Net Cash Used in Investing Activities
Previous wording
Cash used in CompoSecure Holdings’ investing activities for the year ended December 31, 2024 was $9.9 million, primarily relating to capital expenditures of $7.4 million, investment in SAFE of $1.5 million and capitalized software expenditures of $1.0 million, compared to cash used in investing activities of $10.9 million for capital expenditures during the year ended December 31, 2023.
Current wording
Cash used in the Company’s investing activities for the year ended December 31, 2025 was $51.4 million primarily relating to the net purchase (maturities and sales) of short-term investments of $43.0 million, capital expenditures of $6.9 million, and capitalized software expenditures of $1.5 million, compared to cash used in investing activities for the year ended December 31, 2024 of $10.0 million.
Previous wording
Net Cash Used in Financing
Current wording
Net Cash Used in Financing Activities
Previous wording
Cash used in CompoSecure Holdings’ financing activities for the year ended December 31, 2024 was $108.8 million, compared to cash used in CompoSecure Holdings’ financing activities for the year ended December 31, 2023 of $71.3 million. Cash used in financing activities for the year ended December 31, 2024 primarily related to tax distributions of $50.1 million, special distribution of $15.6 million, repayment of scheduled principal payments of term loan of $12.8 million, and payments for taxes related to net share settlement of equity awards of $8.9 million. CompoSecure Holdings also made payments of $2.1 million for costs related to the 2024 term loan debt modification and transferred 19.2 million to Parent. Cash used for the year ended December 31, 2023 primarily related to payment of distributions to non-controlling interests, repayment of scheduled term loan principal payments, payments for taxes related to net share settlement of equity awards, receipt of transfers from Parent and costs related to the term loan debt modification.
Current wording
Cash used in the Company’s financing activities for the year ended December 31, 2025 was $54.9 million compared to cash used in the Company’s financing activities for the year ended December 31, 2024 of $108.8 million. Cash used in financing activities for the year ended December 31, 2025 primarily related to a distribution to GPGI of $21.7 million, payments for taxes related to net share settlement of GPGI equity awards of $17.9 million, repayment of scheduled principal payments of the GPGI Holdings term loan of $11.3 million, and share repurchases of $4.1 million at Resolute Holdings. Cash used in financing activities for the year ended December 31, 2024 primarily related to distributions to then-members of GPGI Holdings including GPGI, repayment of scheduled GPGI Holdings term loan principal payments, and payments for taxes related to net share settlement of GPGI equity awards.
Previous wording
The discussion and analysis of CompoSecure Holdings’ financial condition and results of operations is based upon its audited financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements involve the management of CompoSecure Holdings making estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent liabilities and assets at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on the company’s historical experience, terms of its existing contracts, evaluation of trends in the industry, information provided by its customers, and information available from outside sources, as appropriate. CompoSecure Holdings’ actual results may differ from those estimates under different assumptions or conditions. CompoSecure Holdings evaluates the adequacy of its expected reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of share based compensation, estimates of derivative liability associated with the CompoSecure Exchangeable Notes which were marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap. See Note 6, 9 and 11 in the Notes to CompoSecure Holdings’ consolidated financial statements for further discussion of the nature of these assumptions and conditions. See Note 2 in CompoSecure Holdings’ consolidated financial statements for a complete description of the significant accounting policies that have been followed in preparing CompoSecure Holdings’ audited consolidated financial statements.
Current wording
The discussion and analysis of the Company’s financial condition and results of operations is based upon the audited consolidated financial statements in this Annual Report on Form 10-K, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements involve management making estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent liabilities and assets at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on the Company’s historical experience, terms of its existing contracts, evaluation of trends in the industry, information provided by its customers, and information available from outside sources, as appropriate. The Company’s actual results may differ from those estimates under different assumptions or conditions. The Company evaluates the adequacy of its expected reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, estimates of derivative liability associated with the Exchangeable Notes which were marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income. See the consolidated audited financial statements for a complete description of the significant accounting policies that have been followed.
Previous wording
The accounting policies described below are those that Resolute Holdings considers to be the most critical for an understanding of its financial condition and results of operations and that require the most complex and subjective management judgment.
Current wording
The accounting policies listed below are those that the Company considers to be the most critical for an understanding of its financial condition and results of operations and that require the most complex and subjective management judgment.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The discussion and analysis of Resolute Holdings’ financial condition and results of operations is based upon our audited financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements involve the management of Resolute Holdings making estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent liabilities and assets at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on the Company’s historical experience, terms of its existing contracts, evaluation of trends in the industry, information provided by its customers, and information available from outside sources, as appropriate. Resolute Holdings’ actual results may differ from those estimates under different assumptions or conditions.
Previous report — wording carried elsewhere
Resolute Holdings evaluates the adequacy of its expected reserves and the estimates used in calculations on an on-going basis. See Note 2 in Resolute Holdings’ consolidated financial statements for a complete description of the significant accounting policies that have been followed in preparing Resolute Holdings’ audited consolidated financial statements.
Previous report — wording carried elsewhere
The accounting policies described below are those that CompoSecure Holdings considers to be the most critical for an understanding of its financial condition and results of operations and that require the most complex and subjective management judgment.