SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended |
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Jun. 30, 2026 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
| Basis of Presentation | Basis of Presentation The accompanying condensed 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 Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). All dollar amounts are in millions, unless otherwise noted. Share and per share amounts are adjusted retroactively for all periods presented to reflect the change in the Company’s capital structure on a post-Spin-Off basis, unless otherwise noted. Following the execution of the CompoSecure Management Agreement on February 28, 2025, Resolute Holdings determined that GPGI Holdings is a VIE in which Resolute Holdings is deemed the primary beneficiary and as a result, GPGI Holdings is consolidated pursuant to ASC 810, Consolidation (“ASC 810”). The assets, liabilities and non-controlling interests of GPGI Holdings were initially measured at the amounts in which they were carried in the accounting records of GPGI, the reporting entity that formerly controlled GPGI Holdings, with no adjustment to current fair values, and no recognition of gain or loss because Resolute Holdings and GPGI were both under common control. See Note 13 for the non-controlling interest recorded related to GPGI Holdings. Following the execution of the Husky Management Agreement on January 12, 2026, Resolute Holdings determined that Husky Holdings is a VIE in which Resolute Holdings is deemed the primary beneficiary and over which Resolute Holdings has obtained a controlling financial interest. Although Resolute Holdings holds no equity interest in Husky Holdings, it consolidates Husky Holdings based on its rights under the Husky Management Agreement. Accordingly, Husky Holdings is considered a business for which Resolute Holdings is the accounting acquirer under ASC 805, Business Combinations (“ASC 805”). In accordance with ASC 810, because Husky Holdings is a VIE that is a business, Resolute Holdings accounted for the initial consolidation of Husky Holdings as a business combination using the acquisition method of accounting in ASC 805, recognizing acquired assets, assumed liabilities, and non-controlling interests at fair value. See Note 3 for details of the Husky Transaction and Note 13 for details of the non-controlling interest. The Company’s financial statements are presented on a consolidated basis and include the results of operations and financial position of GPGI Holdings for the periods in which Resolute Holdings had control of GPGI Holdings as though such control had occurred at the beginning of the period. The results of operations and financial position of Husky Holdings are included from the Husky Transaction Date. All intercompany accounts and transactions have been eliminated in consolidation. In accordance with ASC 850-50, the Company’s financial statements were retrospectively adjusted in the periods in which Resolute Holdings and GPGI Holdings were under common control. For periods in which Resolute Holdings and GPGI Holdings were not under common control, the financial results presented are those of GPGI Holdings as it is the entity that was first controlled by the common parent and is considered the predecessor entity. The Company’s significant accounting policies are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 12, 2026 (the “2025 Annual Report”) and the material changes to those policies are listed herein. |
| Interim Financial Statements | Interim Financial Statements The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and Article 10 of Regulation S-X of the SEC for interim financial information and should be read in conjunction with the 2025 Annual Report. 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 condensed consolidated financial statements for the three months and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year. |
| Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of Husky Holdings’ assets and liabilities at the date of acquisition, recoverable amount of goodwill, fair value of indefinite-life intangible assets, valuation of equity and liability classified equity-based awards, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income, derivative asset for the interest rate swap, reserve for excess and obsolete inventory, estimated useful lives and impairment of property and equipment, and lease term, discount rates and other inputs used to measure right of use assets and lease liabilities. |
| Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation including as a result of the Husky Transaction. Amounts previously classified within property and equipment, net, right-of-use assets, net and deposits and other assets were reclassified between intangible assets, net, and other long-term assets, net. Income tax receivable and income tax payable were previously classified in prepaid expenses and other current assets and accrued expenses, respectively. Amortization of deferred financing costs is reclassified into interest expense and deferred tax assets were previously classified as other long-term assets. These reclassifications had no effect on the reported results of operations. |
| Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of each of the Company’s foreign subsidiaries is the currency of the primary economic environment in which the subsidiary operates. Assets and liabilities of foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using exchange rates in effect at the balance sheet date, while income and expenses are translated using average exchange rates for the period. Resulting translation adjustments are recorded in other comprehensive income (loss). Foreign currency transaction gains and losses arising from transactions denominated in currencies other than the functional currency are recognized in foreign currency (gains) losses in selling, general, and administrative expenses in the condensed consolidated statements of operations. Foreign currency transaction gains and losses are primarily driven by foreign exchange differences arising from intercompany transactions and balances and transactions with external customers and vendors that are denominated in currencies other than the functional currency of the Company’s respective legal entities. For intercompany transactions, foreign exchange differences may be recognized in foreign currency (gains) losses in the condensed consolidated statements of operations or in foreign currency translation adjustments within other comprehensive income (loss), depending on the functional currency of the transacting entities and the nature of the intercompany balance. The primary currencies driving such activity are the Euro and the Chinese Yuan, largely related to Husky’s local subsidiaries. During the three and six months ended June 30, 2026, the Company recognized $(2.0) and $(2.9) of foreign currency translation adjustments and $1.9 and $3.1 of transaction gains and losses, respectively. |
| Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable are presented net of an allowance for credit losses. In accordance with ASC 326, Financial Instruments - Credit Losses (“ASC 326”), the Company estimates expected lifetime credit losses using a collective assessment for receivables with similar risk characteristics, based on historical loss experience adjusted for current conditions and reasonable and supportable forward-looking information. Customer creditworthiness is evaluated prior to order fulfillment and on an ongoing basis, and credit limits are established and adjusted accordingly. The Company may require letters of credit, deposits, prepayments, or other forms of credit support as appropriate. Accounts determined to be uncollectible are written off against the allowance, and the Company maintains an allowance for 100% of receivables deemed uncollectible. |
| Derivatives and Hedging Activities | Derivatives and Hedging Activities The Company uses derivative financial instruments, primarily foreign currency forward contracts, to manage exposures to changes in foreign currency exchange rates arising from forecasted transactions and certain recognized assets and liabilities. The Company does not enter into derivative financial instruments for speculative purposes. All derivative instruments are recognized at fair value on the condensed consolidated balance sheets. Information regarding the fair value of derivative instruments is included in Note 16. The accounting for changes in the fair value of derivatives depends on the manner in which the derivative is designated. The Company designates certain foreign currency forward contracts as cash flow hedges. For derivatives designated as cash flow hedges, the effective portion of changes in fair value is recorded in AOCI, net of tax, and subsequently reclassified into earnings in the same period or periods during which the forecasted hedged transaction affects earnings. Any ineffective portion of changes in fair value is recognized immediately in the statement of operations. At the inception of each hedge relationship, the Company formally documents the hedge designation, risk management objective, and strategy for undertaking the hedge, as well as the method that will be used to assess hedge effectiveness. Hedge effectiveness is assessed at inception and on a quarterly basis. Hedge accounting is applied only when the hedge is expected to be highly effective in offsetting changes in the designated risk associated with the hedged item. For derivative instruments related to foreign currencies that are not designated as hedges, or for which hedge accounting is not elected, changes in fair value are recognized currently in the statement of operations and are expected to substantially offset changes in the U.S. dollar value of the related exposures. When a cash flow hedge is discontinued or when it is determined that the forecasted transaction is no longer probable, any cumulative gain or loss previously recorded in AOCI is reclassified into earnings in the period in which the determination is made. If the forecasted transaction remains probable, amounts recorded in AOCI are reclassified into earnings when the hedged transaction affects earnings. |
| Business Combinations | Business Combinations The Company accounts for business combinations under ASC 805 using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at fair value on the date of the acquisition. The Company recognizes the identifiable assets acquired, liabilities assumed, and any non-controlling interest in the acquiree at their fair value on the date of acquisition. Transaction costs, including legal, accounting, and valuation fees, are expensed as incurred and are not included as part of the acquisition cost. Any contingent consideration is measured at fair value on the acquisition date. If classified as a liability, it is subsequently remeasured to fair value at each reporting date. The Company has a measurement period of up to one year to finalize the accounting for a business combination. During the measurement period, the Company reflects new information obtained about facts and circumstances that existed as of the acquisition date in the measurement of identifiable assets acquired, liabilities assumed, noncontrolling interest, consideration transferred, equity interest obtained and goodwill recognized or a bargain purchase option. Goodwill represents the excess of consideration transferred over the estimated fair value of the identifiable net assets acquired or liabilities assumed in a business combination. Goodwill is assigned to the Company’s reporting units, which are defined as operating segments or one level below an operating segment, in accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”). Goodwill is not amortized but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that goodwill is impaired. Identifiable intangible assets acquired in a business combination are recognized separately from goodwill and recorded at fair value at the acquisition date. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which reflect the period over which the assets are expected to contribute to future cash flows. Amortization expense related to finite-lived intangible assets is included in operating expenses in the condensed consolidated statements of operations. The Company reviews the estimated useful lives of finite-lived intangible assets each reporting period and revises them when appropriate. Intangible assets determined to have indefinite useful lives are not amortized but are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. |
| Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company evaluates goodwill and indefinite-lived intangible assets for impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying amount. If the qualitative assessment indicates that such impairment may exist, the Company performs a quantitative impairment test by comparing the fair value of the reporting unit or asset with its carrying amount. Fair value is determined using valuation techniques consistent with the income and market approaches and requires management to make significant judgments and assumptions, including estimates of future cash flows, revenue growth rates, operating margins, terminal values, and discount rates. An impairment charge is recognized for the amount by which the carrying amount exceeds fair value. Finite-lived intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset group with the undiscounted future cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount of the asset group exceeds the estimated undiscounted cash flows, an impairment loss is recognized based on the excess of the carrying amount over the asset group’s fair value. |
| Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) when the performance obligations under the terms of the Company’s 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 refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated material; the sale of injection molding machines, molds, hot runners, temperature controllers, auxiliary equipment, and related aftermarket products; the design and manufacture of medical molds; service offerings including startup, testing, installation, training, ongoing monitoring of machines, and extended protection plans; and direct-to-consumer sales of Arculus key cards through third-party e-commerce platforms. Point-in-Time Revenue: Revenue from the sale of manufactured products, including payment cards, systems, machines, molds (other than medical molds), refurbishments, conversions, and spare parts, is generally recognized at a point in time when control of the goods is transferred to the customer. Control is considered transferred when the customer obtains legal title, has the ability to direct the use of, and receives substantially all of the remaining benefits from, the goods. Transfer of control typically occurs upon shipment or receipt, depending on contractual shipping terms. Each contract generally includes a single performance obligation to manufacture and deliver specified goods. Contracts are typically short-term in nature. Over-Time Revenue: Revenue related to medical molds is recognized over time, as the Company’s performance creates or enhances an asset that the customer controls as it is created. Progress toward fulfillment of the performance obligation is measured using a cost-based input method, under which revenue is recognized based on costs incurred relative to total estimated project costs. Management believes this method faithfully depicts the transfer of control to the customer. Revenue from service offerings, including startup, testing, installation, training, ongoing monitoring, and maintenance services, is recognized over time as services are performed. Progress is measured using an input method based on labor hours incurred, which represents the most appropriate measure of the Company’s performance in satisfying the related performance obligations. Multiple Performance Obligations and Standalone Selling Prices: Certain system sales include bundled service components. When contracts contain multiple performance obligations, the transaction price is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are determined using observable prices for the sale or renewal of comparable services when available. Revenue allocated to service components is recognized ratably over the respective service period. Contract Assets and Contract Liabilities: A contract asset is recognized when the Company has transferred goods or services to a customer but does not yet have an unconditional right to payment. Contract assets primarily relate to unbilled receivables for performance obligations satisfied over time. A contract liability is recognized when a customer pays consideration, or when the Company has an unconditional right to consideration, before the related goods or services are transferred to the customer. Contract assets of $9.8 and $0.0 are included in accounts receivable, net, and contract liabilities of $183.4 and $0.0 are included in deferred revenue on the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively. Variable Consideration: The transaction price may include variable consideration such as discounts, volume-based rebates, and other concessions. Variable consideration is estimated using either the expected value or most likely amount method, depending on which method better predicts the amount of consideration to which the Company expects to be entitled, and is included in revenue only to the extent it is probable that a significant reversal will not occur when the uncertainty is resolved. The Company offers rebate programs to certain customers based on achieving contractually defined purchase thresholds. Estimated rebates are updated throughout the period and recorded as a reduction of net sales and accounts receivable. Returns and Allowances: The Company’s products do not include general rights of return other than for non-conforming or defective goods. In such cases, defective products are repaired, replaced, or credited. A provision for returns and allowances is recorded based on historical experience and expected returns. Historically, returns have not been material. Warranties: The Company provides both assurance-type warranties, which do not represent separate performance obligations, and service-type warranties, including extended protection plans (“EPPs”), which provide coverage beyond the assurance warranty period. Service-type warranties are sold separately, represent distinct performance obligations, and are recognized as revenue ratably over the coverage period. Bill-and-Hold Arrangements: In limited circumstances, customers request that the Company hold purchased products after they have been manufactured. The Company evaluates such requests as bill-and-hold arrangements and recognizes revenue only when all applicable criteria under ASC 606 are met, including that (a) the reason for the bill and hold is substantive, (b) the product has separately been identified as belonging to the customer, (c) the product is currently ready for physical transfer to the customer, and (d) the Company does not have the ability to use the product or direct it to another customer. During the three months ended June 30, 2026 and June 30, 2025, the Company recognized $0.0 and $0.6 of revenue under bill and hold arrangements, respectively. During the six months ended June 30, 2026 and June 30, 2025, the Company recognized $0.0 and $1.2 of revenue under bill and hold arrangements, respectively. Principal vs. Agent Considerations: The Company sells Arculus key cards directly to consumers through third-party e-commerce platforms. The Company controls the products prior to transfer and is therefore the principal in these arrangements. Revenue is recognized on a gross basis at the point in time when control transfers to the customer. Platform commissions and payment-processing fees are recorded as operating expenses. Significant Financing Component: The payment terms and conditions vary by contract type; however, the Company’s standard billing terms generally require payment upon receipt of invoice, with payment due within 30 to 60 days. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component, as the timing difference is not primarily for the purpose of providing financing to either the Company or its customers. In addition, the Company applies the practical expedient under ASC 606 and does not adjust the transaction price for the effects of a significant financing component when the period between the transfer of promised goods or services to the customer and customer payment is expected to be one year or less. |
| Equity-Based Compensation | Equity-Based Compensation The Company has equity-based compensation plans which are described in more detail in Note 5. Compensation cost relating to equity-based awards as provided by the arrangements are recognized in the condensed consolidated statements of operations over the requisite service period based on the grant date fair value of such awards. The Company determines the fair value of each award on the date of grant using the methodology commonly accepted for the respective award. Certain employees of the Company (“Contractors”) have entered into Independent Contractor Agreements with GPGI (“Contractor Agreements”) pursuant to which GPGI wishes for the Contractors to provide certain consulting and advisory services with respect to executing strategic corporate transactions and related activities, and such other similar services as reasonably requested by GPGI (“Contractor Services”). Prior to the Husky Transaction Date, Resolute Holdings and GPGI were deemed to be under common control, and the Company recognized equity-based compensation expense for those Contractors. Subsequent to the Husky Transaction Date, Resolute Holdings and GPGI were no longer under common control and GPGI recognized the equity-based compensation expense for the Contractors. |
| Segment Information | Segment Information As a result of the Husky Transaction, the Company is managed and operated as three businesses and reportable segments given each of Resolute Holdings, CompoSecure, and Husky are distinct operating businesses. CompoSecure and Husky are wholly owned by GPGI Holdings and are consolidated by Resolute Holdings only for U.S. GAAP accounting purposes. The Chief Executive Officer of Resolute Holdings is the Company’s chief operating decision-maker (“CODM”) who makes resource allocation decisions and assesses performance based on Adjusted EBITDA of each business. Characteristics of the consolidated organization which were relied upon in making the determination that the Company operates three reportable segments include the distinct management teams, nature and location of operations, and existence of the CompoSecure Management Agreement and Husky Management Agreement as Resolute Holdings’ sole sources of revenue that are eliminated in consolidation, and the reports that are regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements On December 8, 2025, the FASB issued Accounting Standards Update No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies and updates interim reporting requirements under ASC 270. The amendments aim to improve consistency and decision-usefulness by refining the objective of interim reporting and clarifying required updates for significant events and changes occurring during interim periods. For public business entities (“PBEs”), ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is assessing the impact that the adoption of ASU 2025-11 will have on the Company’s consolidated financial statements. On September 29, 2025, the FASB released Accounting Standards Update No. 2025-07, Scope Refinements for Derivatives and Share-Based Noncash Consideration (“ASU 2025-07”), which amends ASC 815 and ASC 606. ASU 2025-07 revises the guidance in ASC 815 and ASC 606 to clarify that the update was issued to reduce complexity and diversity in practice by: (1) refining the application of derivative accounting for contracts with entity-specific reference terms; and (2) clarifying the accounting for share-based noncash consideration in revenue arrangements. For all entities, ASU 2025-07 will become effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company is still assessing the impact that the adoption of ASU 2025-07 will have on the Company’s consolidated financial statements. On September 18, 2025, the FASB released Accounting Standards Update No. 2025-06, Accounting for Internal-Use Software Costs (“ASU 2025-06”), which amends ASC 350-40 to modernize guidance for internal-use software. ASU 2025-06 introduces a principles-based approach to capitalization, replacing outdated stage-based guidance that did not align with modern development practices such as agile and iterative methods. The amendments apply to all entities that develop or acquire internal-use software, including website development costs. The Board issued this update to reduce complexity, improve consistency, and better reflect real-world software development processes. For all entities, ASU 2025-06 will become effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. The Company is still assessing the impact that the adoption of ASU 2025-06 will have on the Company’s consolidated financial statements. On May 12, 2025, the FASB released Accounting Standards Update No. 2025-03, Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which is based on an EITF Issue. ASU 2025-03 revised the guidance in ASC 805 to clarify that, in determining the accounting acquirer in “a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired,” an entity would be required to consider the factors in ASC 805-10-55-12 through 55-15. Previously, the accounting acquirer in such transactions was always the primary beneficiary. For all entities, ASU 2025-03 will become effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company is still assessing the impact that the adoption of ASU 2025-03 will have on the Company’s consolidated financial statements. On November 4, 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses for PBEs. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. On January 7, 2025, the FASB released ASU 2025-01, which revises the effective date of ASU 2024-03 “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” The Company is still assessing the impact that the adoption of ASU 2024-03 will have on the Company’s consolidated financial statements. |