Resolute Holdings Navigates Q2 with Composecure Focus

TL;DR

RHLD's Q2 shows a steady course with Composecure, but related party dealings need a closer look.

AI Summary

Resolute Holdings Management, Inc. (RHLD) reported its Q2 2025 results, with a focus on its Composecure Holdings segment. The company's product revenue for the three months ended June 30, 2025, from Composecure Holdings was not explicitly detailed in the provided data, but the filing indicates a continued operational focus on this segment. For the six months ended June 30, 2025, product revenue from Composecure Holdings was also a key operational metric. The company's financial position as of June 30, 2025, shows retained earnings, additional paid-in capital, and noncontrolling interests, with specific figures for these accounts at $8,525,998 for retained earnings as of June 30, 2025. RHLD also disclosed related party transactions, specifically with SRM Equity Partners LLC for administration services and office space during Q2 2025. The filing highlights the company's geographic revenue distribution, with both U.S. and non-U.S. product revenues contributing to the overall financial performance for both the three and six months ended June 30, 2025. The company also detailed its capital expenditures, including software and software development costs, and machinery and equipment, as of June 30, 2025. The 2021 Incentive Equity Plan for Composecure Inc. remains active, with restricted stock units and performance and market-based stock units outstanding as of December 31, 2024.

Why It Matters

Resolute Holdings' continued emphasis on its Composecure Holdings segment is crucial for investors, as this is likely the primary driver of future revenue and profitability. The disclosure of related party transactions with SRM Equity Partners LLC warrants scrutiny, as such arrangements can impact transparency and shareholder value. For employees, the active 2021 Incentive Equity Plan for Composecure Inc. indicates ongoing commitment to talent retention and motivation. In a competitive financial services landscape, RHLD's ability to grow its product revenue, particularly in the U.S. and non-U.S. markets, will determine its market position and long-term viability.

Risk Assessment

Risk Level: medium — The risk level is medium due to the presence of related party transactions with SRM Equity Partners LLC for administration services and office space during Q2 2025. While not inherently negative, such transactions can introduce conflicts of interest or less favorable terms than arm's-length dealings. Additionally, the filing lacks explicit details on revenue growth or net income figures, making a comprehensive assessment of financial performance challenging.

Analyst Insight

Investors should scrutinize future filings for more detailed revenue and net income figures, particularly within the Composecure Holdings segment. Further investigation into the terms and necessity of the related party transactions with SRM Equity Partners LLC is recommended to ensure shareholder interests are protected.

Revenue Breakdown

Key Numbers

• $8.5M — Retained Earnings (As of June 30, 2025, indicating accumulated earnings.)
• 2025-06-30 — Period End Date (The end of the reporting period for this 10-Q filing.)
• 2025-08-07 — Filing Date (Date the 10-Q was filed with the SEC.)

Key Players & Entities

• Resolute Holdings Management, Inc. (company) — filer of the 10-Q
• Composecure Holdings (company) — operating segment of Resolute Holdings
• SRM Equity Partners LLC (company) — related party providing services to Resolute Holdings
• Composecure Inc. (company) — entity associated with the 2021 Incentive Equity Plan
• $8,525,998 (dollar_amount) — Retained Earnings as of June 30, 2025

FAQ

Industry Context

Resolute Holdings Management, Inc. operates within the finance services sector, specifically with a focus on its Composecure Holdings segment. The competitive landscape and industry trends are not detailed in this filing, but the company's operational focus suggests it is navigating a specific niche within financial services or technology.

Regulatory Implications

As a publicly traded company, RHLD is subject to SEC regulations and reporting requirements, including the timely filing of 10-Q reports. Compliance with accounting standards and disclosure rules is paramount. The mention of specific equity plans and related party transactions also necessitates adherence to corporate governance and disclosure regulations.

What Investors Should Do

1. Monitor Composecure Holdings Segment Performance
2. Analyze Related Party Transactions
3. Track Equity Plan Dilution

Key Dates

• 2025-06-30: Quarterly Period End Date — Marks the end of the reporting period for the 10-Q filing, providing a snapshot of the company's financial position.
• 2025-08-07: Filing Date — The date the 10-Q was officially submitted to the SEC, making the information publicly available.
• 2024-12-31: Year-End Date for Incentive Plan Data — Indicates the status of outstanding restricted stock units and performance/market-based stock units under the Composecure Inc. 2021 Incentive Equity Plan as of this date.

Glossary

Composecure Holdings

A specific operating segment of Resolute Holdings Management, Inc. (The company's primary focus for product revenue and operational activities in the reported period.)

Retained Earnings

The accumulated profits of a company that have not been distributed to shareholders as dividends. (As of June 30, 2025, retained earnings were $8,525,998, indicating the company's cumulative profitability.)

Additional Paid-In Capital

The amount of capital contributed by investors in excess of the par value of the stock. (A component of shareholders' equity, reflecting capital raised from stock issuance.)

Noncontrolling Interest

The portion of equity in a subsidiary that is not owned by the parent company. (Represents the ownership stake of external shareholders in consolidated subsidiaries.)

SRM Equity Partners LLC

A related party to Resolute Holdings Management, Inc. (The entity with which RHLD engaged in related party transactions for administration services and office space during Q2 2025.)

2021 Incentive Equity Plan

An equity incentive plan established by Composecure Inc. (Details outstanding equity awards (RSUs, performance/market-based units) that can impact future share dilution and employee compensation.)

Bill and Hold Products

Products that have been sold but not yet shipped to the customer. (A specific type of product revenue recognized, indicating a particular sales and inventory management practice.)

Year-Over-Year Comparison

This filing covers the period ending June 30, 2025. Without comparative financial statements from the prior year's 10-Q (ending June 30, 2024), a direct comparison of key metrics like revenue growth, margin changes, and the emergence or mitigation of risks cannot be performed. The provided data focuses on the current period's structure and balances.

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share RHLD The Nasdaq

Filing Documents

• rhld-20250630x10q.htm (10-Q) — 2688KB
• rhld-20250630xex10d2.htm (EX-10.2) — 46KB
• rhld-20250630xex31d1.htm (EX-31.1) — 7KB
• rhld-20250630xex31d2.htm (EX-31.2) — 7KB
• rhld-20250630xex32d1.htm (EX-32.1) — 5KB
• 0001558370-25-010795.txt ( ) — 11852KB
• rhld-20250630.xsd (EX-101.SCH) — 56KB
• rhld-20250630_cal.xml (EX-101.CAL) — 55KB
• rhld-20250630_def.xml (EX-101.DEF) — 228KB
• rhld-20250630_lab.xml (EX-101.LAB) — 490KB
• rhld-20250630_pre.xml (EX-101.PRE) — 417KB
• rhld-20250630x10q_htm.xml (XML) — 2707KB

Financial Statements

Financial Statements 2 Consolidated Balance Sheets (Unaudited) 2 Consolidated Statements of Operations (Unaudited) 3 Consolidated Statements of Comprehensive Income (Loss) (Unaudited) 4 Consolidated Statements of Stockholders Equity (Deficit) (Unaudited) 5 Consolidated Statements of Cash Flows (Unaudited) 6

Notes to Consolidated Financial Statements (Unaudited)

Notes to Consolidated Financial Statements (Unaudited) 7 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 38 Item 4.

Controls and Procedures

Controls and Procedures 39 Part II. Other Information 40 Item 1.

Legal Proceedings

Legal Proceedings 40 Item 1A.

Risk Factors

Risk Factors 40 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 40 Item 3. Defaults Upon Senior Securities 40 Item 4. Mine Safety Disclosures 41 Item 5. Other Information 41 Item 6. Exhibits 42

Signatures

Signatures 43 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report, 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", and together with CompoSecure Holdings, L.L.C., 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 comp

- Financial Statements

Part I - Financial Statements

Financial Statements

Item 1. Financial Statements RESOLUTE HOLDINGS MANAGEMENT, INC. Consolidated Balance Sheets ($ in thousands, except par value and share amounts) June 30, December 31, 2025 2024 Unaudited ASSETS CURRENT ASSETS Cash and cash equivalents $ 99,862 $ 71,589 Accounts receivable 69,260 47,449 Inventories, net 44,239 44,833 Prepaid expenses and other current assets 3,681 2,696 Deferred tax asset 24 24 Total current assets 217,066 166,591 Property and equipment, net 21,181 23,448 Right of use assets, net 9,729 5,404 Derivative asset - interest rate swap 1,377 2,749 Deposits and other assets 3,938 3,600 Total assets $ 253,291 $ 201,792 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 14,390 $ 5,691 Accrued expenses 33,576 31,091 Current portion of long-term debt 13,750 11,250 Current portion of lease liabilities – operating leases 2,160 2,113 Total current liabilities 63,876 50,145 Long-term debt, net of deferred financing costs 177,071 184,389 Lease liabilities, operating leases 8,203 3,888 Total liabilities 249,150 238,422 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 June 30, 2025 and December 31, 2024, respectively. — — Additional paid-in capital 15,922 1,544 Accumulated deficit ( 6,311 ) ( 2,334 ) Total stockholders' equity (deficit) 9,611 ( 790 ) Non-controlling interest ( 5,470 ) ( 35,840 ) Total equity (deficit) 4,141 ( 36,630 ) Total liabilities and stockholders' equity (deficit) $ 253,291 $ 201,792 The accompanying notes are an integral part of these unaudited consolidated financial statements. 2 Table of Contents RESOLUTE HOLDINGS MANAGEMENT, INC.

Notes to Consolidated Financial Statements - Unaudited

Notes to Consolidated Financial Statements - Unaudited ("$ in thousands" - except share data) 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Resolute Holdings Management, Inc. ("Resolute Holdings") is a Delaware corporation formed on September 27, 2024 ("Inception Date"). It is organized to provide operating management services to CompoSecure Holdings, L.L.C. ("CompoSecure Holdings"), a direct, wholly owned subsidiary of CompoSecure, Inc. ("CompoSecure") 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, including CompoSecure Holdings, and at Resolute Holdings. Resolute Holdings also applies its M&A and capital markets expertise to drive inorganic growth of its managed businesses. CompoSecure Holdings, located in Somerset, New Jersey, is a manufacturer and designer of complex metal, composite and proprietary financial transaction cards. CompoSecure Holdings was founded and commenced operations in 2000 and provides products and services primarily to global financial institutions, plastic card manufacturers, system integrators, and security specialists. Since its inception, CompoSecure Holdings has established itself as a technology partner to market leaders, fintechs and consumers enabling trust for millions of people around the globe. CompoSecure Holdings combines elegance, simplicity and security to deliver exceptional experiences and peace of mind in the physical and digital world. Its innovative payment card technology and metal cards with Arculus secure authentication and digital asset storage capabilities deliver unique, premium branded experiences, enable people to access and use their finan

Notes to Consolidated Financial Statements - Unaudited

Notes to Consolidated Financial Statements - Unaudited ("$ in thousands" - except share data) administrative expenses, adjusted for the same items above ("Parent Allocated Expense", as defined in the CompoSecure Management Agreement). CompoSecure Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings' documented costs and expenses incurred on behalf of CompoSecure Holdings other than those expenses related to Resolute Holdings' or its affiliates' personnel who provide services to CompoSecure 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 CompoSecure Holdings. 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 CompoSecure 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 CompoSecure Holdings to pay a termination fee, which may be paid in cash, shares of common stock of CompoSecure 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with Generally Accepted Accounting Principles ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Up

Notes to Consolidated Financial Statements - Unaudited

Notes to Consolidated Financial Statements - Unaudited ("$ in thousands" - except share data) Form 10-K for the year ended December 31, 2024. The financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, the financial statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the financial statements for the periods presented. The results disclosed in the Consolidated Statements of Operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the

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