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| | Part I | |
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| Item 1. | Business | 2 |
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| Item 1A. | Risk Factors | 4 |
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| Item 1B. | Unresolved Staff Comments | 30 |
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| Item 1C. | Cybersecurity | 30 |
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| Item 2. | Properties | 31 |
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| Item 3. | Legal Proceedings | 31 |
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| Item 4. | Mine Safety Disclosures | 31 |
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| | | |
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| | Part II | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 32 |
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| Item 6. | Reserved | 33 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 42 |
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| Item 8. | Financial Statements and Supplementary Data | F-1 |
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| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 43 |
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| Item 9A. | Controls and Procedures | 43 |
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| Item 9B. | Other Information | 44 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 44 |
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| | Part III | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 44 |
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| Item 11. | Executive Compensation | 45 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 45 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 45 |
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| Item 14. | Principal Accountant Fees and Services | 45 |
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| | | |
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| | Part IV | |
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| Item 15. | Exhibits and Financial Statement Schedules | 46 |
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| Signatures | | 48 |
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i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, and the documents incorporated by reference herein, may contain 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 Management, Inc. (“Resolute Holdings”, “we”, “our” and “us”, and together with GPGI Holdings, L.L.C. and its subsidiaries including Husky Holdings LLC, the “Company”) believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company 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 the Company’s possible or assumed future actions, business strategies, events, or results of operations, 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 the Company’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in the Company’s forward-looking statements:
| ● | the competitive environment in which we currently or intend to operate; |
| ● | our strategy, outcomes and growth prospects; |
| ● | general economic trends and trends in the industry and markets in which we and our managed companies operate; |
| ● | our and our managed companies’ business dealings involving third-party partners in various markets; |
| ● | the risks from our entry into the CompoSecure Management Agreement and Husky Management Agreement (each as defined herein) and management agreements with other managed companies, including risks relating to due diligence, negotiation, performance, the calculation and payment of management fees including the CompoSecure Management Fee and Husky Management Fee (each as defined herein) and termination; |
| ● | risks relating to our current reliance on GPGI Holdings L.L.C. and its subsidiaries (“GPGI Holdings”), including the presentation of GPGI Holdings’ financial information in our financial statements; |
| ● | the risk that our managed companies will fail to perform as we expect and the resulting impacts on the management fees we expect to receive; |
| ● | our ability to identify and successfully negotiate and integrate into GPGI Holdings, including Husky Holdings LLC (“Husky Holdings”), or our other managed companies’ future business acquisitions and investment opportunities; |
| ● | our ability to develop and deploy the Resolute Operating System at GPGI Holdings, Husky Holdings, and our other managed companies; |
| ● | our ability to attract and retain personnel, including key members of our management; |
| ● | risks associated with the businesses of GPGI Holdings, Husky Holdings, and any other companies we may manage in the future; |
| ● | future exchange and interest rates; |
| ● | damage to our reputation; |
| ● | our ability to comply with extensive, complex and increasing legal and regulatory requirements; |
| ● | cybersecurity and privacy considerations; |
| ● | legal proceedings and investigatory risks, including the outcome of any legal proceedings that may be instituted against our managed companies; |
| ● | our failure to manage the transition to a stand-alone public company; and |
| ● | Other risks and uncertainties indicated in this report, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC. |
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this report are more fully described in the “Risk Factors” section. The risks described in “Risk Factors” are not exhaustive. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company 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.
