Fourth Quarter 2025
Results compared to prior year period unless otherwise noted; does not include results for Husky Technologies
- Non-GAAP Net Sales of $118 million, up 17%
- GAAP Net Income of $43 million, up 189%
- Pro Forma Adj. EBITDA of $43 million, up 41%, and Pro Forma Adj. EBITDA margin of 36.5%, up 640 basis points
Full Year 2025
Results compared to prior year period unless otherwise noted; does not include results for Husky Technologies
- Non-GAAP Net Sales of $462 million, up 10%
- GAAP Net Loss of $136 million, down 48%
- Pro Forma Adj. EBITDA of $171 million, up 24%, and Pro Forma Adj. EBITDA margin of 36.9%, up 408 basis points
Recent Business Developments
- Completed business combination with Husky Technologies, rebranded to GPGI, completed debt refinancing to extend maturities and support future growth, and initiated a quarterly cash dividend
- Appointed Graham Robinson as President & CEO of CompoSecure and Rob Domodossola as President & CEO of Husky Technologies
Full Year 2026 Outlook
Following annual guidance is based upon expectations for the combined results of CompoSecure and Husky Technologies. Guidance for Non-GAAP Pro Forma Adjusted EBITDA includes payment of the Resolute Holdings management fee.
- Pro Forma Adj. Net Sales of $2,183 to $2,228 million
- Pro Forma Adj. EBITDA of $620 to $650 million
- Pro Forma Adj. Free Cash Flow of $325 to $375 million
- Non-GAAP Year-end Net LTM Leverage less than 3.0x
NEW YORK, March 12, 2026 (GLOBE NEWSWIRE) — GPGI, Inc. (NYSE: GPGI), a diversified multi-industry platform for companies with great positions in good industries, today announced its financial and operating results for the fourth quarter and full year ended December 31, 2025.
Dave Cote, GPGI’s Executive Chairman, noted: “We are pleased with the strong fourth quarter and full year results that demonstrate our continued momentum and reinforce our position for long-term sustainable growth. We are confident in the strong underlying fundamentals for both businesses and are well positioned to deliver best-in-class top line growth, margin expansion, and healthy free cash flow generation in 2026.”
Tom Knott, GPGI’s Chief Investment Officer, added: “GPGI enters 2026 with significant momentum and energy under new leadership at CompoSecure and Husky Technologies. The Resolute Operating System continues to serve as the foundation of our execution, and we remain focused on making foundational investments to drive growth, as well as cultivating a high-performance culture across GPGI.”
Financial Results – Fourth Quarter and Full Year 2025 at CompoSecure (Pre-Husky Transaction)
(1) All measures other than Net Income (Loss) / Adjusted Net Income (Loss), Pro Forma Adjusted EBITDA, and EPS / Adjusted EPS – Diluted are identical on a GAAP and non-GAAP basis, because such measures have historically been shown on a consolidated basis. (2) Pro Forma Adjusted EBITDA includes $4.0mm and $3.3mm management fee expense in 4Q25 and 4Q24, respectively. It was included as a pro forma adjustment to 4Q24 to allow for comparability across periods. (3) As of December 31, 2025, $157.0mm of cash was held at GPGI Holdings, and not included in the GAAP results. (4) Investment in U.S. treasury bills as of December 31, 2025. (5) Pro Forma Adjusted EBITDA includes $14.3mm and $13.2mm management fee expense in FY25 and FY24, respectively. It was included as a pro forma adjustment to FY24 and 1Q25 to allow for comparability across periods. (6) As of December 31, 2025, $157.0mm of cash was held at GPGI Holdings, and not included in the GAAP results. (7) Investment in US treasury bills as of December 31, 2025.
Note on Accounting Treatment
As a result of the spin-off of Resolute Holdings Management, Inc. (“Resolute Holdings”) on February 28, 2025 and the execution of the management agreement with Resolute Holdings (the “CompoSecure Management Agreement”), GPGI is required to account for the operating results of its wholly owned operating subsidiary, GPGI Holdings, L.L.C. (“GPGI Holdings”), under the equity method in accordance with U.S. GAAP, effective February 28, 2025. Both the CompoSecure and Husky Technologies business units are under GPGI Holdings.
The GAAP results presented above for the fourth quarter and full year 2025 reflect the conversion to equity method accounting. For clarity of comparisons and to best reflect the financial results, the Company is also presenting the fourth quarter and full year 2025 on a consolidated basis consistent with historical presentation under the “Non-GAAP” headings.
Fourth Quarter and Full Year 2025 Earnings Conference Call
GPGI’s leadership team will discuss the Company’s results during a conference call on Thursday, March 12, 2026, starting at 8:00 a.m. EDT. The call and accompanying presentation will contain forward-looking statements and other material information regarding GPGI’s financial and operating results. A live webcast and replay of the call will be available on the Events & Presentations section of GPGI’s website at https://gpgi.com/events-presentations/.
Date: Thursday, March 12, 2026
Time: 8:00 a.m. EDT
Dial-in registration link: Here
Live webcast registration link: Here
About GPGI
GPGI, Inc. (NYSE: GPGI) is a diversified, multi-industry platform for companies with great positions in good industries. The platform is managed by Resolute Holdings Management, Inc. (NYSE: RHLD) and is purpose-built to acquire, own, and scale high-quality businesses led by great operators, benefiting from a permanent capital base and the systematic deployment of the Resolute Operating System. GPGI currently consists of CompoSecure and Husky Technologies – two market leaders with best-in-class financials and durable opportunities for growth. For more information, please visit GPGI.com.
About CompoSecure, a GPGI Company
Founded in 2000, CompoSecure is a technology partner to market leaders, fintechs, and consumers enabling trust for millions of people around the globe. CompoSecure is a leader in metal payment cards, security, and authentication solutions. CompoSecure combines elegance, simplicity, and security to deliver exceptional experiences and peace of mind in the physical and digital world. CompoSecure’s innovative payment card technology and metal cards with Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. For more information, please visit CompoSecure.com and GetArculus.com.
About Husky Technologies, a GPGI Company
Founded in 1953, Husky is a technology pioneer that enables the delivery of essential needs to the global community with industry-leading expertise and service. Husky is a leader in highly engineered equipment and aftermarket services. Husky’s products are used to manufacture a wide range of plastic products, including beverage and food containers, medical devices, and consumer electronic parts. Husky provides comprehensive and integrated systems solutions that are comprised of injection molding machines, molds, hot runners, controllers, and auxiliaries. For more information, please visit Husky.co.
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 GPGI believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, GPGI 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 but not limited to statements concerning GPGI’s possible or assumed future actions, business strategies, events, results of operations, demand, the implementation and anticipated impacts of the Resolute Operating System, guidance for 2026 and statements relating to growth, margin expansion, and free cash flow generation in 2026, are forward-looking statements. In some instances, these statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “outlook” “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 GPGI’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in GPGI’s forward-looking statements: the ability of GPGI to grow and manage growth profitably, implement the Resolute Operating Sysstem successfully, maintain relationships with customers, compete within its industry and retain its key employees; the possibility that GPGI may be adversely impacted by global economic, business, competitive and/or other factors, including tariffs; the outcome of any legal proceedings that may be instituted against GPGI or others; future exchange and interest rates; changes in our accounting and/or financial presentation; anticipated demand for the products and services of GPGI’s businesses; the successful implementation of GPGI’s strategies; 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. GPGI undertakes no obligation 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
Due to the spin-off of Resolute Holdings Management, Inc. and the resulting shift to equity method accounting under GAAP beginning February 28, 2025, GPGI is presenting a broader set of Non-GAAP measures, including an Adjusted Statement of Operations (Unaudited), an Adjusted Balance Sheet (Unaudited) and an Adjusted Statement of Cash Flows (Unaudited) to provide investors with financial information that we believe allows for greater comparability with our historical financial presentation and better represents the underlying performance of the standalone business across reporting periods. This press release also includes certain additional 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. GPGI believes Non-GAAP Net Sales, Non-GAAP Gross Profit, Non-GAAP Gross Margin, EBITDA, Adjusted EBITDA, Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted EBITDA Margin, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS (Basic and Diluted), Non-GAAP Cash, Non-GAAP Net Debt, Non-GAAP Net Debt Leverage Ratio and Free Cash Flow, and related measures are useful to investors in evaluating GPGI’s financial performance. Specifically, we believe EBITDA, Adjusted EBITDA, Non-GAAP Adjusted EPS (Basic and Diluted) Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted EBITDA Margin and Non-GAAP Adjusted Net Income provide valuable insight into operational efficiency independent of capital structure and tax environment; Non-GAAP Net Sales, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Cash, Non-GAAP Net Debt, Non-GAAP Net Debt Leverage Ratio and Free Cash Flow offer investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items; and related measures provide greater comparability with GPGI’s historical results, following the change in accounting presentation required as a result of the spin-off of Resolute Holdings. Furthermore, Non-GAAP Pro Forma Adjusted Net Sales, Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted Free Cash Flow and Non-GAAP Year-end Net LTM Leverage further adjust for GPGI’s acquisition of Husky Technologies, which was completed in January 2026. GPGI uses these Non-GAAP measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and/or measure incentive compensation. We believe that these Non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling GPGI to evaluate and plan more effectively for the future. These Non-GAAP measures should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from these measures are significant components in understanding and assessing GPGI’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 GPGI’s liquidity. These Non-GAAP measures may be different from similarly titled Non-GAAP measures used by other companies. Additionally, GPGI’s debt agreements contain covenants based on variations of certain of these measures for purposes of determining debt covenant compliance. GPGI believes that investors should have access to the same set of tools that its management uses in analyzing operating results. Please refer to the tables below for the reconciliation of GAAP measures to these Non-GAAP measures. Due to the forward-looking nature of the financial guidance included above under “Full Year 2026 Outlook,” the charges excluded from the forward-looking Non-GAAP financial measures including Non-GAAP Pro Forma Adjusted Net Sales, Non-GAAP Pro Forma Adjusted EBITDA, Non-GAAP Pro Forma Adjusted Free Cash Flow and Non-GAAP Year-end Net LTM Leverage including with respect to depreciation, amortization, interest, and taxes that would be required to reconcile the Non-GAAP financial measures to GAAP measures are inherently uncertain or difficult to predict, so it is not feasible to provide accurate forecasted Non-GAAP reconciliations without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included, and no reconciliation of the forward-looking Non-GAAP financial measures is included.
GPGI Contact
ir@gpgi.com
| Statements of Operations | |||||||||||||||
| Three Months Ended December 31, 2025 and 2024 | |||||||||||||||
| ($ in thousands, except per share amounts) | |||||||||||||||
| (unaudited) | |||||||||||||||
| GAAP to Non-GAAP Operating Results | Three months ended December 31, 2025 | Three months ended December 31, 2024 |
|||||||||||||
| GAAP | Equity Method Adjustments | Non-GAAP | Non- GAAP | ||||||||||||
| As Reported | Elimination of Equity Method Investment |
Addition of Holdings |
As Adjusted | As Reported | |||||||||||
| Net sales | $ | – | $ | – | $ | 117,709 | $ | 117,709 | $ | 100,859 | |||||
| Cost of sales | 2 | – | 52,171 | 52,173 | 48,325 | ||||||||||
| Gross profit | (2 | ) | – | 65,538 | 65,536 | 52,534 | |||||||||
| Operating expenses: | |||||||||||||||
| Selling, general and administrative expenses | 7,178 | 28,143 | 35,321 | 36,932 | |||||||||||
| Income from operations | (7,180 | ) | – | 37,395 | 30,215 | 15,602 | |||||||||
| Other expense | |||||||||||||||
| Revaluation of warrant liability | 1,824 | 1,824 | (19,726 | ) | |||||||||||
| Revaluation of earnout consideration liability | – | – | (42,245 | ) | |||||||||||
| Loss on remeasurement of TRA liability | (3,465 | ) | – | – | (3,465 | ) | – | ||||||||
| Interest expense | – | (2,284 | ) | (2,284 | ) | (902 | ) | ||||||||
| Interest income | 710 | 470 | 1,180 | 1,245 | |||||||||||
| Amortization of deferred financing costs | – | (166 | ) | (166 | ) | (196 | ) | ||||||||
| Total other expense | (931 | ) | – | (1,980 | ) | (2,911 | ) | (61,824 | ) | ||||||
| Income before income taxes | (8,111 | ) | – | 35,415 | 27,304 | (46,222 | ) | ||||||||
| Income tax expense | 16,020 | 16,020 | (2,136 | ) | |||||||||||
| Earnings in GPGI Holdings L.L.C equity method investment | 35,415 | (35,415 | ) | – | |||||||||||
| Net (loss) income | $ | 43,324 | $ | (35,415 | ) | $ | 35,415 | $ | 43,324 | $ | (48,358 | ) | |||
| Add: | |||||||||||||||
| Depreciation and amortization | 2,475 | 2,242 | |||||||||||||
| Income tax expense | (16,020 | ) | 2,136 | ||||||||||||
| Interest expense, net (1) | 1,270 | (147 | ) | ||||||||||||
| EBITDA | $ | 31,049 | $ | (44,127 | ) | ||||||||||
| All other changes | |||||||||||||||
| Stock-based compensation | 5,989 | 5,966 | |||||||||||||
| Mark to market adjustments (2) | (1,824 | ) | 61,971 | ||||||||||||
| Add back incurred Management Fees | 4,032 | – | |||||||||||||
| Loss on remeasurement of TRA liability | 3,465 | – | |||||||||||||
| Resolute spin off costs | – | 6,119 | |||||||||||||
| Additional earnout cost | – | 3,680 | |||||||||||||
| Husky transaction cost | 4,271 | – | |||||||||||||
| All other changes | $ | 15,933 | $ | 77,736 | |||||||||||
| Adjusted EBITDA | $ | 46,982 | $ | 33,609 | |||||||||||
| Add back expenses incurred on behalf of Resolute Holdings prior to Spin -Off | – | ||||||||||||||
| Pro Forma full quarter Management Fee | (4,032 | ) | (3,253 | ) | |||||||||||
| Pro Forma Adjusted EBITDA | $ | 42,950 | $ | 30,356 | |||||||||||
Note: The Non-GAAP columns represent a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior period presentation. (1) Includes amortization of deferred financing costs for the three months ended December 31, 2025 and 2024, respectively. (2) Includes changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the three months ended December 31, 2025 and 2024, respectively.
| Statements of Operations | |||||||||||||||
| Year Ended December 31, 2025 and 2024 | |||||||||||||||
| ($ in thousands, except per share amounts)) | |||||||||||||||
| (unaudited) | |||||||||||||||
| GAAP to Non-GAAP Operating Results | Year ended December 31, 2025 | Year ended December 31, 2024 |
|||||||||||||
| GAAP | Equity Method Adjustments | Non-GAAP | Non- GAAP | ||||||||||||
| As Reported | Elimination of Equity Method Investment |
Addition of Holdings |
As Adjusted | As Reported | |||||||||||
| Net sales | $ | 59,824 | $ | 402,231 | $ | 462,055 | $ | 420,571 | |||||||
| Cost of sales | $ | 31,077 | 170,767 | 201,844 | 201,344 | ||||||||||
| Gross profit | 28,747 | – | 231,464 | 260,211 | 219,227 | ||||||||||
| Operating expenses | |||||||||||||||
| Selling, general and administrative expenses | 42,478 | 95,612 | 138,090 | 111,605 | |||||||||||
| Income from operations | (13,731 | ) | – | 135,852 | 122,121 | 107,622 | |||||||||
| Other expense | |||||||||||||||
| Revaluation of warrant liability | (150,958 | ) | (150,958 | ) | (95,937 | ) | |||||||||
| Revaluation of earnout consideration liability | (57,101 | ) | (57,101 | ) | (76,305 | ) | |||||||||
| Change in fair value of derivative liability | – | – | 425 | ||||||||||||
| Loss on remeasurement of TRA liability | (3,465 | ) | (3,465 | ) | – | ||||||||||
| Interest expense | (1,688 | ) | (10,722 | ) | (12,410 | ) | (20,176 | ) | |||||||
| Interest income | 1,233 | 4,231 | 5,464 | 4,648 | |||||||||||
| Loss on extinguishment of debt | – | – | – | (148 | ) | ||||||||||
| Amortization of deferred financing costs | (74 | ) | (556 | ) | (630 | ) | (1,104 | ) | |||||||
| Total other expense | (212,053 | ) | – | (7,047 | ) | (219,100 | ) | (188,597 | ) | ||||||
| Income before income taxes | (225,784 | ) | – | 128,805 | (96,979 | ) | (80,975 | ) | |||||||
| Income tax expense | (39,026 | ) | (39,026 | ) | (2,187 | ) | |||||||||
| Earnings in GPGI Holdings L.L.C equity method investment | 128,805 | (128,805 | ) | – | – | – | |||||||||
| Net (loss) income | $ | (136,005 | ) | $ | (128,805 | ) | $ | 128,805 | $ | (136,005 | ) | $ | (83,162 | ) | |
| Add: | |||||||||||||||
| Depreciation and amortization | 9,377 | 9,174 | |||||||||||||
| Income tax expense | 39,026 | 2,187 | |||||||||||||
| Interest expense, net (1) | 7,576 | 16,780 | |||||||||||||
| EBITDA | $ | (80,026 | ) | $ | (55,021 | ) | |||||||||
| All other changes | |||||||||||||||
| Stock-based compensation | 22,777 | 21,235 | |||||||||||||
| Mark to market adjustments (2) | 208,059 | 171,817 | |||||||||||||
| Add back incurred Management Fees | 12,278 | – | |||||||||||||
| Secondary offering transaction costs | – | 586 | |||||||||||||
| Loss on remeasurement of TRA liability | 3,465 | – | |||||||||||||
| Resolute spin off costs | 5,452 | 6,119 | |||||||||||||
| Additional Earnout cost | 4,967 | 3,680 | |||||||||||||
| Tungsten Transaction cost | – | 2,726 | |||||||||||||
| Debt refinance costs | – | 225 | |||||||||||||
| Husky transaction cost | 7,077 | – | |||||||||||||
| All other changes | $ | 264,075 | $ | 206,388 | |||||||||||
| Adjusted EBITDA | $ | 184,049 | $ | 151,367 | |||||||||||
| Add back expenses incurred on behalf of Resolute Holdings prior to Spin -Off | 979 | ||||||||||||||
| Pro Forma full year Management Fee | (14,323 | ) | (13,159 | ) | |||||||||||
| Pro Forma Adjusted EBITDA | $ | 170,705 | $ | 138,208 | |||||||||||
Note: The Non-GAAP columns represent a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior period presentation. (1) Includes amortization of deferred financing costs for the year ended December 31, 2025 and 2024, respectively. (2) Includes changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the year ended December 31, 2025 and 2024, respectively.
| Balance Sheet | |||||||||
| December 31, 2025 and 2024 | |||||||||
| ($ in thousands, except per share amounts) | |||||||||
| (unaudited) | |||||||||
| GAAP | Non GAAP | GAAP | |||||||
| December 31, 2025 |
December 31, 2025 |
December 31, 2024 |
|||||||
| ASSETS | |||||||||
| CURRENT ASSETS | |||||||||
| Cash and cash equivalents | $ | 114,642 | $ | 271,601 | $ | 77,461 | |||
| Short-term investments | – | 41,076 | – | ||||||
| Accounts receivable | – | 44,220 | 47,449 | ||||||
| Inventories, net | – | 44,214 | 44,833 | ||||||
| Prepaid expenses and other current assets | 5,446 | 8,571 | 4,159 | ||||||
| Total current assets | 120,088 | 409,682 | 173,902 | ||||||
| Property and equipment, net and right of use asset | – | 30,701 | 28,852 | ||||||
| Deferred tax asset | 271,724 | 271,724 | 264,815 | ||||||
| Other assets | – | 4,004 | 6,349 | ||||||
| Equity method investment | 125,455 | – | – | ||||||
| Total assets | $ | 517,267 | $ | 716,111 | $ | 473,918 | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||
| CURRENT LIABILITIES | |||||||||
| Accounts payable | 922 | 12,736 | 11,544 | ||||||
| Accrued expenses | 1,851 | 48,724 | 25,711 | ||||||
| Current portion of long-term debt | – | 15,000 | 11,250 | ||||||
| Other current liabilities | 16,193 | 18,353 | 27,817 | ||||||
| Total current liabilities | 18,966 | 94,813 | 76,322 | ||||||
| Long-term debt, net of deferred finance costs | – | 169,791 | 184,389 | ||||||
| Warrant liability | – | – | 104,231 | ||||||
| Lease liabilities – operating leases | – | 7,352 | 3,888 | ||||||
| Tax receivable agreement liability | 255,160 | 255,160 | 248,534 | ||||||
| Total liabilities | 274,126 | 527,116 | 617,364 | ||||||
| Shareholders’ equity (deficit) | 243,141 | 188,995 | (143,446 | ) | |||||
| Total liabilities and shareholder’s equity (deficit) | $ | 517,267 | $ | 716,111 | $ | 473,918 | |||
| Note: The non-GAAP balance sheet represents a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior consolidated presentation. | |||||||||
| Consolidated Statements of Cash Flows | |||||||||||
| ($ in thousands) (unaudited) | |||||||||||
| Year Ended December 31, | |||||||||||
| 2025 | 2025 | 2024 | |||||||||
| As reported | Non GAAP | As reported | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | (136,005 | ) | $ | (136,005 | ) | $ | (83,162 | ) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities | |||||||||||
| Depreciation and amortization | 1,623 | 9,377 | 9,174 | ||||||||
| Stock-based compensation expense | 4,468 | 22,777 | 21,235 | ||||||||
| Earnings in equity method investment | (128,805 | ) | – | – | |||||||
| Cash receipts from Holdings | 21,659 | – | – | ||||||||
| Loss on extinguishment of debt | – | – | 148 | ||||||||
| Non-cash interest | – | (1,076 | ) | – | |||||||
| Amortization of deferred finance costs | 74 | 632 | 1,155 | ||||||||
| Revaluation of earnout consideration liability | 57,101 | 57,101 | 76,305 | ||||||||
| Revaluation of warrant liability | 150,958 | 150,958 | 95,937 | ||||||||
| Loss on remeasurement of TRA Liability | 3,465 | 3,465 | – | ||||||||
| Change in fair value of derivative liability | – | – | (425 | ) | |||||||
| Deferred tax expense | 14,743 | 14,743 | (2,469 | ) | |||||||
| Changes in assets and liabilities | (12,163 | ) | 23,665 | 11,655 | |||||||
| Net cash (used in) provided by operating activities | (22,882 | ) | 145,637 | 129,553 | |||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchase of property and equipment | – | (6,857 | ) | (7,410 | ) | ||||||
| Purchase of treasury bills | – | (40,000 | ) | – | |||||||
| Holdings cash deconsolidated as a result of the Management Agreement | (50,303 | ) | – | – | |||||||
| Resolute Holdings cash deconsolidated as a result of the Spin-Off | (10,000 | ) | – | – | |||||||
| Investment in SAFE | (1,500 | ) | |||||||||
| Capitalized software expenditures | (387 | ) | (1,507 | ) | (1,035 | ) | |||||
| Net cash used in investing activities | (60,690 | ) | (48,364 | ) | (9,945 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from employee stock purchase plan and exercise of options | 121 | 871 | 4,998 | ||||||||
| Payments for taxes related to net share settlement of equity awards and earnout liability | (18,011 | ) | (21,389 | ) | (12,783 | ) | |||||
| Payment of term loan | – | (11,250 | ) | (12,813 | ) | ||||||
| Payment of tax receivable agreement liability | (5,305 | ) | (5,305 | ) | (1,303 | ) | |||||
| Purchase of treasury shares | (12,247 | ) | (12,247 | ) | – | ||||||
| Deferred finance costs related to debt modification | – | – | (2,104 | ) | |||||||
| Contribution to Resolute Holdings | – | (10,008 | ) | – | |||||||
| Distributions to non-controlling interest | – | – | (34,863 | ) | |||||||
| Special distribution to non-controlling interest | – | – | (15,573 | ) | |||||||
| Dividend to Class A shareholders | – | – | (8,922 | ) | |||||||
| Proceeds from the exercise of warrants | 156,195 | 156,195 | – | ||||||||
| Net cash provided by (used in) financing activities | 120,753 | 96,867 | (83,363 | ) | |||||||
| Net increase in cash and cash equivalents | 37,181 | 194,140 | 36,245 | ||||||||
| Cash and cash equivalents, beginning of period | 77,461 | 77,461 | 41,216 | ||||||||
| Cash and cash equivalents, end of period | $ | 114,642 | $ | 271,601 | $ | 77,461 | |||||
| Supplementary disclosure of cash flow information | |||||||||||
| Cash paid for interest | 2,164 | 12,758 | 20,608 | ||||||||
| Cash paid for income taxes | 24,310 | 24,310 | 4,820 | ||||||||
| Supplemental disclosure of non-cash financing activity: | |||||||||||
| Operating lease ROU assets exchanged for lease liabilities | 4,224 | 5,489 | – | ||||||||
| Revaluation of derivative asset – interest rate swap | (502 | ) | (2,749 | ) | (2,448 | ) | |||||
| Non-cash portion of warrant exercise | (255,189 | ) | (255,189 | ) | – | ||||||
| Settlement of earnout | (77,634 | ) | (77,634 | ) | (56,625 | ) | |||||
| Contribution to Holdings for share-based compensation | 18,309 | – | – | ||||||||
| Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Management Agreement | (100,378 | ) | – | – | |||||||
| Resolute Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Spin-Off | (1,542 | ) | – | – | |||||||
| Note: The Non-GAAP December 31, 2025 statement of cash flows represents a consolidation of the Company’s results with those of GPGI Holdings, for consistency with prior consolidated presentation | |||||||||||
| Adjusted Net Income and Earnings Per Share: Non-GAAP Reconciliation |
|||||||||||||
| Basic | |||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||
| (in thousands, except per share data) | |||||||||||||
| Net (loss) income | $ | 43,324 | $ | (48,358 | ) | $ | (136,005 | ) | $ | (83,162 | ) | ||
| Add (less): Provision (benefit) for income taxes | (16,020 | ) | 2,136 | 39,026 | 2,187 | ||||||||
| Add (less): Mark-to-market adjustments (1) | (1,824 | ) | 61,971 | 208,059 | 171,817 | ||||||||
| Add: stock-based compensation | 5,989 | 5,966 | 22,777 | 21,235 | |||||||||
| Less: Proforma Management Fees | – | (3,253 | ) | (2,045 | ) | (13,159 | ) | ||||||
| Add: Husky transaction costs | 4,271 | 7,077 | – | ||||||||||
| Add: Loss on remeasurement of TRA Liability | 3,465 | – | 3,465 | – | |||||||||
| Add: secondary offering transaction costs | – | – | – | 586 | |||||||||
| Add: Tungsten Transaction costs | – | – | – | 2,726 | |||||||||
| Add: Debt refinance costs | – | – | – | 225 | |||||||||
| Add: Additional earnout cost | – | 3,680 | 4,967 | 3,680 | |||||||||
| Add: Spin-Off costs | – | 6,119 | 5,452 | 6,119 | |||||||||
| Adjusted net income before tax | 39,205 | 28,261 | 152,773 | 112,254 | |||||||||
| Income tax expense (2) | 8,617 | 6,138 | 33,580 | 24,382 | |||||||||
| Adjusted net income | 30,588 | 22,123 | 119,193 | 87,872 | |||||||||
| Common shares outstanding used in computing net income per share, basic: | |||||||||||||
| Class A common shares | 126,057 | 91,371 | 110,517 | 83,834 | |||||||||
| Adjusted net income per share – basic | $ | 0.24 | $ | 0.24 | $ | 1.08 | $ | 1.05 | |||||
| Diluted | |||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||
| (in thousands, except per share data) | |||||||||||||
| Adjusted net income | $ | 30,588 | $ | 22,123 | $ | 119,193 | $ | 87,872 | |||||
| Add: Interest on Exchangeable Notes net of tax (4) | – | (2,110 | ) | – | 3,238 | ||||||||
| Adjusted net income used in computing net income per share, diluted | 30,588 | 20,013 | 119,193 | 91,110 | |||||||||
| Common shares outstanding used in computing earnings per share, diluted: | 126,057 | 91,371 | 110,517 | 83,834 | |||||||||
| Warrants (3) | 1,355 | 8,094 | 5,715 | 8,094 | |||||||||
| Exchangeable notes (4) | – | 5,795 | – | 11,629 | |||||||||
| Equity awards | 6,568 | 4,901 | 4,728 | 3,411 | |||||||||
| Total shares outstanding used in computing adjusted earnings per share – Diluted | 133,980 | 110,161 | 120,960 | 106,968 | |||||||||
| Adjusted net income per share – Diluted | $ | 0.23 | $ | 0.18 | $ | 0.99 | $ | 0.85 | |||||
(1) Includes the changes in fair value of warrant liability, make-whole provision of the previously outstanding exchangeable notes of GPGI Holdings, L.L.C. (f/k/a CompoSecure Holdings, L.L.C.) (the “Exchangeable Notes”) and earnout consideration liability. (2) Reflects current and deferred income tax expenses. For the three and twelve months ended December 31, 2024 it was calculated using the Company’s blended tax rate as if the Company did not have any non-controlling interest associated with its historical Up-C structure. For the three and twelve months ended December 31, 2025, it was calculated by applying the Company’s assumed tax rate. This is the change from prior methodology. (3) Applies treasury stock method with assumed exercise at average market price. No warrants were outstanding as of the three and twelve months ended December 31, 2025. (4) The Exchangeable Notes were included through the application of the “if-converted” method. Interest related to the Exchangeable Notes, net of tax was excluded from net income. No Exchangeable Notes were outstanding during the three and twelve months ended December 31, 2025.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/3b7e844a-4e9e-4a8d-9f7e-11c6f40fc258
